Common use of Authorization; Enforcement; Xxxxxxxx Clause in Contracts

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Underlying Shares as of the Initial Closing and each Subsequent Closing, if any), have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party will be duly executed and delivered by the Company prior to the Initial Closing, and each constitutes a legal,

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue offer, issue, and sell the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance offer, issuance, and sale of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Securities and the reservation for issuance and the issuance of the Underlying Conversion Shares as issuable upon conversion of the Initial Closing and each Subsequent Closing, if any), Notes) have been duly authorized by the Company’s board of directors (the “Board and each of Directors”) its Subsidiaries’ board of directors or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filingsthe filing of a Form D with the SEC, consents the filing of one or authorizations as have been obtained, taken, given or made, (ii) more registration statements pursuant to the Registration Rights Agreement and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithwith the offer, issuance, and sale of the Securities. This Agreement has been, and the other Transaction Documents to which it is a party will shall be, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party shall be duly executed and delivered by the Company prior to the Initial Closingeach such Subsidiary, and shall constitute the legal, valid and binding obligations of each constitutes a legal,such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Registration Rights Agreement, the Subsidiary Guarantee, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the Parties in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Underlying Shares as Warrants and the reservation for issuance and issuance of the Initial Closing and each Subsequent Closing, if any), Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filingsthe filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, consents or authorizations as have been obtained, taken, given or made, (ii) a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Voting Agreements, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Underlying Shares as Warrants and the reservation for issuance and issuance of the Initial Closing and each Subsequent Closing, if any), Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filingsthe filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, consents or authorizations as have been obtained, taken, given or made, (ii) a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Warrants, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Underlying Note Shares as and the issuance of the Initial Closing Warrants and each Subsequent Closing, if anythe reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants), have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof), and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens a Listing of Additional Shares Notification with Nasdaq (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsNasdaq Notification”), ) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a legal,, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Debenture and the Irrevocable Transfer Agent Instructions (as defined below) and each of the other written agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Underlying Shares as of the Initial Closing and each Subsequent Closing, if any), Conversion Shares) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofdirectors, and (other than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC (iif deemed necessary) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) and any other filings as may be required by any state securities agencies, (iiirequired) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their stockholders (other than the Requisite Stockholder Approval) shareholders or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to each Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased NotesCommitment Shares (as defined below in Section 5(e)), if any, and the reservation for issuance and the issuance of the Underlying Purchase Shares as of the Initial Closing and each Subsequent Closing, if any)issuable under this Agreement, have been duly authorized by the Company’s board of directors directors, or a validly authorized committee thereof (collectively, the “Board of Directors”) or a duly authorized committee thereof), and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or any committee thereof, their respective boards of directors or their its stockholders (other than save to the Requisite Stockholder Approvalextent provided in this Agreement), (iii) or other governing body in connection therewith. This this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be on the Commencement Date, duly executed and delivered by the Company prior to the Initial Closingand (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit B attached hereto to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a legal,true and correct copy of a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in this Agreement, no other approvals or consents of the Board of Directors, any other authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), and/or Bylaws, as amended (the “Bylaws”), to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if anythereby, and the reservation for issuance and the issuance of the Underlying Purchase Shares as of the Initial Closing and each Subsequent Closing, if any)issuable under this Agreement, have been duly authorized by the Company’s board Board of directors Directors or a validly authorized committee thereof (collectively, the “Board of Directors”) or a duly authorized committee thereof, and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or any committee thereof, their respective boards of directors or their stockholders its stockholders, (other than the Requisite Stockholder Approvaliii) or other governing body in connection therewith. This this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be on the Commencement Date, duly executed and delivered by the Company prior to the Initial Closingand (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors of the Company has adopted all applicable resolutions (the “Signing Resolutions”) substantially in the form agreed to by the Investor to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a legal,true and correct copy of the Signing Resolutions adopted by the Board of Directors. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors and/or stockholders is necessary under applicable laws and the Company’s Articles of Incorporation in effect on the date hereof (the “Articles of Incorporation”) and/or the Company’s Bylaws in effect on the date hereof (the “Bylaws”) to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Underlying Shares as of the Initial Closing and each Subsequent Closing, if any)thereby, have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, and Directors (other than (i) such filings, consents or authorizations the filing with the SEC of (A) the applicable Announcement 8-K (as have been obtained, taken, given or madedefined below), (iiB) a prospectus supplement in connection with the applicable Closing as required by the Registration Statement pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”), (C) any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (ivD) a Supplemental Listing Application with NYSE the Release (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsApprovals”), ) and no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their its stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to such Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Warrant and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company and SPAC each has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement and the other Transaction Documents and the Company has the requisite power and authority to issue the Securities Subscribed Shares in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Subscription Agreement and the other Transaction Documents by the CompanyCompany and the SPAC, and the consummation by the Company and its Subsidiaries the SPAC of the transactions contemplated hereby and thereby (including, without limitation, the issuance by the Company of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Underlying Shares as of the Initial Closing and each Subsequent Closing, if any), Subscribed Shares) have been duly authorized by the Company’s board of directors (the “Board and SPAC’s board of Directors”) or a duly authorized committee thereofdirectors, respectively, and (other than (i) such filingsthe filing with the SEC of the Business Combination Registration Statement, consents or authorizations as have been obtained, taken, given or made, (ii) a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its the SPAC, their respective Subsidiaries, or their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Subscription Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial Closing, and SPAC and each constitutes a the legal,, valid and binding obligations of the Company and SPAC, respectively, enforceable against the Company and SPAC in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Subscription Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Underlying Shares as Warrants and the reservation for issuance and issuance of the Initial Closing and each Subsequent Closing, if any), Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filingsthe filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, consents or authorizations as have been obtained, taken, given or made, (ii) a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A-1 has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Preferred Shares, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance by the Company of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, the reservation for issuance and issuance of any Dividend Shares issuable pursuant to the terms of the Certificate of Designations, and the issuance of the Underlying Shares as Warrants and the reservation for issuance and issuance of the Initial Closing and each Subsequent Closing, if any), Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (and, to the “Board extent applicable, each of Directors”) its Subsidiaries’ board of directors or a duly authorized committee thereofother governing body, as applicable, and (other than the filing with the United States Securities and Exchange Commission (ithe “SEC”) such filingsof the Prospectus Supplement (as defined below), consents or authorizations as have been obtainedthe filing of the Certificate of Designations, taken, given or made, (ii) and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal,, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Exchange Notes and the Subsequently Purchased Notes, if any, Exchange Shares and the reservation for issuance and the issuance of the Underlying Exchange Note Shares as of issuable pursuant to the Initial Closing and each Subsequent Closing, if anyExchange Notes), have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (viv) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (viv), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party will be duly executed and delivered by the Company prior to the Initial Closing, and each constitutes a legal, valid and binding obligation of the Company,

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents to which it is a party, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power execution and authority to enter into and perform its obligations under delivery by the Company of the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, party and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Underlying Purchase Shares as of the Initial Closing and each Subsequent Closing, if any)issuable under this Agreement, have been duly authorized by the Company’s board Board of directors Directors (the “Board of Directors”) or a duly authorized committee thereof, and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsBoard”), and no further filing, consent or authorization is required by the Company, its Subsidiariesthe Board or the Company’s shareholders, their respective boards (iii) each of directors or their stockholders (other than this Agreement and the Requisite Stockholder Approval) or other governing body in connection therewith. This Registration Rights Agreement has been, and the each other Transaction Documents Document to which it the Company is a party will shall be on the Commencement Date, duly executed and delivered by the Company prior to and (iv) each of this Agreement and the Initial ClosingRegistration Rights Agreement constitutes, and each constitutes other Transaction Document to which the Company is a legal,party upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. The Board has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth as Exhibit C attached hereto to authorize this Agreement, the Registration Rights Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a true and correct copy of minutes of a meeting of the Board of Directors of the Company at which the Signing Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in this Agreement, no other approvals or consents of the Board, any authorized committee thereof, or shareholders of the Company is necessary under applicable Bermuda or other laws, rules or regulations, or under the Company’s Memorandum of Continuance, as amended and as in effect on the date hereof (the “Memorandum of Continuance”), the Company’s Bye-laws, as amended and as in effect on the date hereof (the “Bye-laws”), or similar organizational documents, to authorize the execution and delivery of this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which the Company is a party, or any of the transactions contemplated hereby or thereby, including, but not limited to, the offer, issuance and sale of the Securities to the Investor.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Notes, the Warrants, the Security Documents (as defined below), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Warrants and the reservation for issuance and the issuance of the Underlying Warrant Shares as issuable upon exercise of the Initial Closing and each Subsequent Closing, if any), Warrants have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, Directors and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”except as disclosed in Schedule 3(b), no further filing, consent or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions contemplated thereby have been duly authorized by such Subsidiaries’ respective boards of directors (or other applicable governing body) and (other than filings as may be required by state securities agencies) no further filing, consent, or authorization is required by such Subsidiaries, their respective boards of directors (or their other applicable governing body) or stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithapplicable owners of equity of such Subsidiaries). This Agreement has been, and the other The Transaction Documents to which it is a party will be any of the Subsidiaries are parties have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. For purposes of this Agreement, the term “Security Documents” means the Guarantee Agreement, Security Agreement, the Perfection Certificate (as defined in the Security Agreement), any account control agreement, any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, and all other documents requested by the Collateral Agent (as defined below) to create, perfect, and continue perfected or to better perfect the Collateral Agent’s security interest in and liens on all of the assets of the Company prior to the Initial Closingand each of its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), and each constitutes a legal,in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities Notes in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Underlying Shares as of the Initial Closing and each Subsequent Closing, if any), ) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens filing with the SEC of the applicable 8-K Filing (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsApprovals”), ) and no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to such Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the US Security Agreement, dated as of the date hereof, made by the Company and each of the undersigned Subsidiaries (as defined therein) of the Company from time to time, in favor of CVI Investments, Inc. (the “US Security Agreement”), the Guaranty, the Senior Intercreditor Agreement dated as of the date hereof among the Company, CVI Investments, Inc. (as first lien representative, first lien collateral agent, junior lien representative and junior lien collateral agent) and other parties therein (the “Intercreditor Agreement”), the Perfection Certificate in the form attached hereto as Exhibit B (the “Perfection Certificate”), and any other Security Documents (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes Preferred Shares, the reservation for issuance and issuance of the Subsequently Purchased NotesConversion Shares issuable upon conversion of the Preferred Shares, if any, the issuance of the Warrants and the reservation for issuance and the issuance of the Underlying Warrant Shares as issuable upon exercise of the Initial Closing and each Subsequent Closing, if any), Warrants) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, and (other than the filing with the SEC of prospectus supplements for each Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (ieach, a “Prospectus Supplement”) such filings, consents or authorizations as have been obtained, taken, given or made, supplementing the base prospectus forming part of the Registration Statement (iithe “Prospectus”) and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectivelyagencies(collectively, the “Required FilingsApprovals”), ) and no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Initial Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A, when filed with the Secretary of State of the State of Delaware pursuant to the terms hereof, will be is in full force and effect, enforceable against the Company in accordance with its terms. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Preferred Shares, the Warrants, the Voting Agreements, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and certificates entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements (as defined in Section 7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Initial Purchased Notes Shares and the Subsequently Purchased Notes, if any, Warrants and the reservation for issuance and the issuance of the Underlying Warrant Shares as issuable upon exercise of the Initial Closing and each Subsequent Closing, if any), Warrants have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, Directors and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (ithe “Prospectus Supplement”) such filingssupplementing the base prospectus forming part of the Registration Statement (the “Prospectus”), consents one or authorizations as have been obtainedmore Resale Registration Statements in accordance with the requirements of the Registration Rights Agreement, takena Form D with the SEC with respect to the Series A Warrants, given or madeif applicable, (ii) and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect agencies and submission of a listing application with the Liens Principal Market (as defined below) granted under the Security Agreements, and (ivif applicable) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithits shareholders. This Agreement has been, and the other Transaction Documents to which it is a party will be have been duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a constitute the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Commitment Shares (as defined below in Section 5(f)) and the reservation for issuance and the issuance of the Underlying Purchase Shares as of the Initial Closing and each Subsequent Closing, if any)issuable under this Agreement, have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, Directors and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approvaliii) or other governing body in connection therewith. This this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be on the Commencement Date, duly executed and delivered by the Company prior to the Initial Closingand (iv) this Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a legal,true and correct copy of a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company or minutes of a meeting of the Board of Directors of the Company approving the Signing Resolutions. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Securities Purchase Agreement, the Notes, the Indenture, the Irrevocable Transfer Agent Instructions (as defined in the Securities Purchase Agreement), the Warrants, the Escrow Agreement, the Reimbursement Agreement and each other agreement executed by the Company or any Subsidiary in connection with the Letter of Credit, and each of the other agreements entered into between the Investors and/or the Placement Agent and the Company or any Subsidiary in connection with the transactions contemplated by the Securities Purchase Agreement, the Indenture and this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased NotesWarrants, if any, and the reservation for issuance and the issuance of the Underlying Conversion Shares as issuable upon conversion of the Initial Closing Notes, the reservation for issuance and each Subsequent Closingthe issuance of the Interest Shares in accordance with the terms of the Indenture and the Notes, if any), and the reservation for issuance and issuance of Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent consent, or authorization is required by the Company’s Board of Directors or its stockholders. Assuming due authentication by the Trustee, its Subsidiariesthe Notes, their respective boards when issued and paid for in accordance with the terms of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewith. This Securities Purchase Agreement has beenand the Indenture, will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the Indenture, and the other Transaction Documents to which it is a party will be have been duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a constitute the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements (as defined in Section 7(x)), the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents Documents”) and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (thereby, including, without limitation, the issuance of the Initial Purchased Notes Shares and the Subsequently Purchased Notes, if any, Warrants and the reservation for issuance and the issuance of the Underlying Warrant Shares as issuable upon exercise of the Initial Closing and each Subsequent Closing, if any), Warrants have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, Directors and (other than the filing with the SEC of one or more Registration Statements (ias defined in the Registration Rights Agreement) such filingsin accordance with the requirements of the Registration Rights Agreement, consents or authorizations as have been obtained, taken, given or made, (ii) a Form D with the SEC and any other filings as may be required by any state securities agencies, (iiiagencies and submission of a listing application with Nasdaq) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithits shareholders. This Agreement has been, and the other Transaction Documents to which it is a party will be have been duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a constitute the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has hereof, (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Underlying Purchase Shares as of the Initial Closing and each Subsequent Closing, if any)issuable under this Agreement, have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, Directors and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards Board of directors Directors or their its stockholders (other than except as provided in this Agreement), (iii) each of this Agreement and the Requisite Stockholder Approval) or other governing body in connection therewith. This Registration Rights Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be on the Commencement Date, duly executed and delivered by the Company prior to and (iv) each of this Agreement and the Initial ClosingRegistration Rights Agreement constitutes, and each constitutes other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form provided to the Investor to authorize this Agreement, the Registration Rights Agreement and the transactions contemplated hereby and thereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Investor a legal,true and correct copy of minutes of a meeting of the Board of Directors of the Company at which the Signing Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, or stockholders (except as provided in this Agreement) is necessary under applicable laws and the Company’s Certificate of Incorporation or Bylaws to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes Securities and the Subsequently Purchased NotesSecurities, if any, and the reservation for issuance and the issuance of the Underlying Shares as of the Initial Closing and each Subsequent Closing, if any), have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof), and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii)) any filings as may be required by any state securities agencies, and (iiiii) filings necessary to perfect the Liens a Listing of Additional Shares Notification with Nasdaq (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through and (v), ii) collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party will be duly executed and delivered by the Company prior to the Initial Closing, and each constitutes a legal,, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the perfection certificate, the Security Agreements, the Security Documents and the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes Series C Preferred Shares and the Subsequently Purchased Notesreservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Series C Preferred Shares, if anythe issuance of the Warrants, and the reservation for issuance and the issuance of the Underlying Warrant Shares as issuable upon exercise of the Initial Closing and each Subsequent Closing, if any), Warrants have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofother governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (ias defined in the Registration Rights Agreement) such filingsin accordance with the requirements of the Registration Rights Agreement, consents or authorizations as have been obtained, taken, given or made, (ii) and a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under filing of the Security AgreementsCertificate of Designations with the Secretary of State of the State of Delaware, and the notice and/or application(s) to the Principal Market for the issuance and sale of the Securities and the listing of the Conversion Shares and Warrant Shares for trading thereon in the time and manner required thereby (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsApprovals”), ) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Certificate of Designations in the form attached hereto as Exhibit A will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Series C Preferred Shares, the Warrants, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance by the Company of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Underlying Shares as Warrants and the reservation for issuance and issuance of the Initial Closing and each Subsequent Closing, if any), Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (and, to the “Board extent applicable, each of Directors”) its Subsidiaries’ board of directors or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filingsthe filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, consents or authorizations as have been obtainedthe filing of the Certificate of Designations and the acceptance thereof by the Secretary of State of the State of Nevada, taken, given or made, (ii) a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal,, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Underlying Shares as of the Initial Closing and each Subsequent Closing, if any), Common Shares) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, and (other than the filing with the SEC of the prospectus supplement required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (ithe “Prospectus Supplement”) such filings, consents or authorizations as have been obtained, taken, given or made, supplementing the base prospectus forming part of the Registration Statement (iithe “Prospectus”) and any other filings as may be required by any state securities agenciesagencies and The Nasdaq Stock Market, LLC, or any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsPrincipal Market”), ) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The term “Transaction Documents” means, collectively, this Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance by the Company of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Underlying Shares as Warrants and the reservation for issuance and issuance of the Initial Closing and each Subsequent Closing, if any), Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (and, to the “Board extent applicable, each of Directors”) its Subsidiaries’ board of directors or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filingsthe filing with the SEC of a Form D or one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, consents or authorizations as have been obtainedthe filing of the Certificate of Designations and the acceptance thereof by the Secretary of State of the State of Delaware, taken, given or made, (ii) and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal,, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Registration Rights Agreement, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by the Company or any of its Subsidiaries in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company Each Note Party has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and the Company has the requisite power and authority to issue the Securities that it is issuing prior to the Business Combination Closing in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Companyeach Note Party, and the consummation by the Company and its Subsidiaries each Note Party of the transactions contemplated hereby and thereby (including, without limitation, the issuance by the Company prior to the Business Combination Closing of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Underlying Conversion Shares as by the Company (if conversion occurs prior to the Business Combination Closing) issuable upon conversion of the Initial Closing and each Subsequent Closing, if any), Notes) have been duly authorized by the Companysuch Note Party’s board of directors (the “Board of Directors”) directors, manager or a duly authorized committee thereofmanaging member, as applicable, and (other than (i) such filingsthe filing with the SEC of the Business Combination Registration Statement, consents or authorizations as have been obtained, taken, given or made, (ii) a Form D with the SEC and any other filings as may be required by any state securities agencies, agencies (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectivelysuch filings, the “Required Securities Filings”), ) no further filing, consent or authorization is required by any Note Party or the CompanySPAC, its Subsidiaries, or their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial Closing, each applicable Note Party and each constitutes a the legal,, valid and binding obligations of such Note Party enforceable against such Note Party in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Guaranty, the Security Documents, the Perfection Certificate (as defined below) and each of the other agreements and instruments entered into or delivered in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes Notes, the issuance of the Commitment Shares and the Subsequently Purchased Notes, if any, issuance of the Warrants and the reservation for issuance and the issuance of the Underlying Warrant Shares as issuable upon exercise of the Initial Closing and each Subsequent Closing, if any), Warrants) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filingsthe filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, consents or authorizations as have been obtained, taken, given or made, (ii) a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Commitment Shares, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes Preferred Shares and the Subsequently Purchased Notesreservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares, if anythe issuance of the Common Warrants and the Preferred Warrants, the reservation for issuance and issuance of the Warrant Common Shares issuable upon exercise of the Common Warrants, and the reservation for issuance and the issuance of the Underlying Warrant Preferred Shares as issuable upon exercise of the Initial Closing and each Subsequent Closing, if any), Preferred Warrants) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofother governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (ias defined in the Registration Rights Agreement) such filingsin accordance with the requirements of the Registration Rights Agreement, consents any amendments or authorizations as have been obtainedsupplements to the Business Combination Registration Statement, taken, given or made, (ii) and a Form D and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under filing of the Security AgreementsCertificate of Designations with the Secretary of State of the State of Delaware, and the notice and/or application(s) to the Principal Market for the issuance and sale of the Securities and the listing of the Conversion Shares and Warrant Common Shares for trading thereon in the time and manner required thereby (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsApprovals”), ) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Certificate of Designations in the form attached hereto as Exhibit A will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Warrants, the Certificate of Designations, Lock-Up Agreements (as defined below), the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Series B Preferred Shares and the reservation for issuance and the issuance of the Underlying Conversion Shares as issuable upon conversion of the Initial Closing and each Subsequent Closing, if any), Series B Preferred Shares) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofother governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (ias defined in the Registration Rights Agreement) such filingsin accordance with the requirements of the Registration Rights Agreement, consents or authorizations as have been obtained, taken, given or made, (ii) and a Form D and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under filing of the Security AgreementsCertificate of Designations with the Secretary of State of the State of Delaware, and the notice and/or application(s) to the Principal Market for the issuance and sale of the Securities and the listing of the Conversion Shares for trading thereon in the time and manner required thereby (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsApprovals”), ) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Certificate of Designations in the form attached hereto as Exhibit A will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Series B Preferred Shares, the Certificate of Designations, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes Securities and the Subsequently Purchased NotesSecurities, if any, and the reservation for issuance and the issuance of the Underlying Shares as of the Initial Closing and each Subsequent Closing, if anyShares), have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof), and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state or foreign securities agenciesagencies or Blue Sky laws and the rules of the Financial Industry Regulatory Authority, Inc. and (iiiii) filings necessary to perfect the Liens a Listing of Additional Shares Notification with Nasdaq (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), ) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents (other than the Subsequently Purchased Securities) to which it is a party will be be, duly executed and delivered by the Company prior to the Initial Closing, and each constitutes a legal,, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the perfection certificate(s), the Security Agreements, the Security Documents and the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Underlying Conversion Shares as issuable upon conversion of the Initial Closing and each Subsequent Closing, if any), Notes) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filings, consents or authorizations the filing with the SEC of (A) the applicable 6-K Filing (as have been obtained, taken, given or madedefined below), (iiB) a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement in accordance with the requirements of Section 4(cc), (C) the filing of an additional listing application with the Principal Market, (D) a Form D with the SEC and (E) any other filings as may be required by any state securities agencies, agencies (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsApprovals”), ) and no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) shareholders or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Irrevocable Transfer Agent Instructions (as defined below), and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by the CompanyCompany and its Subsidiaries, as applicable, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, with respect to the Company, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Underlying Shares as Warrants and the reservation for issuance and issuance of the Initial Closing and each Subsequent Closing, if any), Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (the “Board and each of Directors”) its Subsidiaries’ board of directors or a duly authorized committee thereofother governing body, as applicable, and (other than the filing of (iA) such filings, consents or authorizations the 8-K Filings (as have been obtained, taken, given or madedefined below), (iiB) one or more prospectus supplements to the base prospectus contained in the Registration Statement (the “Prospectus”) in connection with the Initial Closing and the Additional Closing, if applicable, pursuant to Rule 424(b) under the 1933 Act (each, a “Prospectus Supplement”, and collectively, the “Prospectus Supplements”), (C) any other filings as may be required by any state securities agencies, agencies or the Principal Market (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsApprovals”)), and no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithwith the consummation of the transactions contemplated by the Transaction Documents. This Agreement has been, and the other Transaction Documents to be delivered on or prior to the applicable Closing will be prior to each Closing, duly executed and delivered by the Company, and upon such execution will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the applicable Closing, the Transaction Documents to which it each Subsidiary is a party will be duly executed and delivered by the Company prior to the Initial Closingeach such Subsidiary, and shall constitute the legal, valid and binding obligations of each constitutes a legal,such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Voting Agreements (as defined below), the Security Documents, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Underlying Shares as Warrants and the reservation for issuance and issuance of the Initial Closing and each Subsequent Closing, if any), Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filingsthe filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, consents or authorizations as have been obtained, taken, given or made, (ii) a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. The Certificate of Designations in the form attached hereto as Exhibit A-1 has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. The Super Voting Certificate of Designations in the form attached hereto as Exhibit A-2 has been filed with the Secretary of State of the State of Delaware and is in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Certificate of Designations, the Super Voting Certificate of Designations, the Preferred Shares, the Super Voting Preferred Shares, the Warrants, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Underlying Shares as Warrants and the reservation for issuance and issuance of the Initial Closing and each Subsequent Closing, if any), Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (the “Board and each of Directors”) its Subsidiaries’ board of directors or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal,, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Guaranties, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, the Notes, the Cash Collateral Agreement and the Deposit Account Control Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement and the Existing SPA (collectively, the "Transaction Documents") and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Notes, the reservation for issuance and the issuance of the Conversion Shares issuable upon conversion of the Notes and the granting of a security interest in the Collateral (as defined in the Cash Collateral Agreement) have been duly authorized by the Company's board of directors and (other than any other filings as may be required by any state securities agencies) no further filing, consent, or authorization is required by the Company, its board of directors or its stockholders. This Agreement and the other Transaction Documents of even date herewith have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under this Agreement and the other such Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a partyDocuments. The execution and delivery by the Subsidiaries party to any of this Agreement and the other Transaction Documents by the Company, of such Transaction Documents and the consummation by the Company and its such Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Underlying Shares as of the Initial Closing and each Subsequent Closing, if any), have been duly authorized by the Company’s board such Subsidiaries' respective boards of directors (the “Board of Directors”or other applicable governing body) or a duly authorized committee thereof, and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent consent, or authorization is required by the Company, its such Subsidiaries, their respective boards of directors (or their other applicable governing body) or stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithapplicable owners of equity of such Subsidiaries). This Agreement has been, and the other The Transaction Documents to which it is a party will be any of the Subsidiaries are parties have been duly executed and delivered by the Company prior to the Initial Closingsuch Subsidiaries, and each constitutes a constitute the legal,, valid and binding obligations of such Subsidiaries, enforceable against them in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each of the other Transaction Documents Documents, and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has , (ii) the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Commitment Fee Shares and the reservation for issuance and the issuance of the Underlying Purchase Shares as of the Initial Closing and each Subsequent Closing, if any)issuable under this Agreement, have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereof, Directors and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or its stockholders, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approvaliii) or other governing body in connection therewith. This this Agreement has been, and the each other Transaction Documents to which it is a party will Document shall be on the Commencement Date, duly executed and delivered by the Company prior to the Initial Closingand (iv) this Agreement constitutes, and each constitutes a legal,other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Fee Shares and the issuance of the Purchase Shares.

Authorization; Enforcement; Xxxxxxxx. The Company and SPAC each has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement and the other Transaction Documents and the Company has the requisite power and authority to issue the Securities Subscribed Shares in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Subscription Agreement and the other Transaction Documents by the CompanyCompany and the SPAC, and the consummation by the Company and its Subsidiaries the SPAC of the transactions contemplated hereby and thereby (including, without limitation, the issuance by the Company of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and the issuance of the Underlying Shares as of the Initial Closing and each Subsequent Closing, if any), Subscribed Shares) have been duly authorized by the Company’s board of directors (the “Board and SPAC’s board of Directors”) or a duly authorized committee thereofdirectors, respectively, and (other than (i) such filingsthe filing with the SEC of the Business Combination Registration Statement, consents or authorizations as have been obtained, taken, given or made, (ii) a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its the SPAC, their respective Subsidiaries, or their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Subscription Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial Closing, and SPAC and each constitutes a the legal,, valid and binding obligations of the Company and SPAC, respectively, enforceable against the Company and SPAC in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Subscription Agreement, the Non-Redemption Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Preferred Shares and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Preferred Shares and the issuance of the Underlying Shares as Warrants and the reservation for issuance and issuance of the Initial Closing and each Subsequent Closing, if any), Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofother governing body, as applicable, and (other than the filing with the SEC of one or more Registration Statements (ias defined in the Registration Rights Agreement) such filingsin accordance with the requirements of the Registration Rights Agreement, consents any amendments or authorizations as have been obtainedsupplements to the Business Combination Registration Statement, taken, given or made, (ii) and a Form D and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under filing of the Security AgreementsCertificate of Designations with the Secretary of State of the State of Delaware, and the notice and/or application(s) to the Principal Market for the issuance and sale of the Securities and the listing of the Conversion Shares and Warrant Shares for trading thereon in the time and manner required thereby (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsApprovals”), ) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Certificate of Designations in the form attached hereto as Exhibit A will have been filed with the Secretary of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its terms and has not have been amended. “Transaction Documents” means, collectively, this Agreement, the Preferred Shares, the Warrants, the Certificate of Designations, Lock-Up Agreements (as defined below), the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion of the Notes and the issuance of the Underlying Shares as Warrants and the reservation for issuance and issuance of the Initial Closing and each Subsequent Closing, if any), Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (the “Board and each of Directors”) its Subsidiaries’ board of directors or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filings, consents or authorizations the filing with the SEC of (A) the applicable 8-K Filing (as have been obtained, taken, given or madedefined below), (iiB) a prospectus supplement in connection with the applicable Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”)), (C) with respect to the Additional Closings, the Indenture (and/or any amendment or supplement thereto) and a Form T-1, (D) the filing of an Additional Listing Application with the Principal Market and (E) any other filings as may be required by any state securities agencies, agencies (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsApprovals”), ) and no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) shareholders or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to such Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to such Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal,, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Custodian Agreements, the Indenture, the Supplemental Indentures, the Irrevocable Transfer Agent Instructions, the Security Documents, the Guarantees, the Leakout Agreement (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, issuance of the Warrants and the reservation for issuance and the issuance of the Underlying Warrant Shares as issuable upon exercise of the Initial Closing and each Subsequent Closing, if any), Warrants) have been duly authorized by the Company’s board of directors (the “Board of Directors”) or a duly authorized committee thereofdirectors, and (other than (i) such filings, consents or authorizations the filing with the SEC of (A) the 8-K Filing (as have been obtained, taken, given or madedefined below), (iiB) a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”), and (C) any other filings as may be required by any state securities agencies, agencies (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsApprovals”)), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards board of directors or their its stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the CompanyCompany and its Subsidiaries, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased NotesWarrants, if anyrespectively, and the reservation for issuance the Conversion Shares issuable upon conversion of the Notes and the issuance Warrant Shares issuable upon exercise of the Underlying Shares as of the Initial Closing and each Subsequent ClosingWarrants, if any), respectively) have been duly authorized by the Company’s board of directors (the “Board and each of Directors”) its Subsidiaries’ board of directors or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filingsthe filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, consents or authorizations as have been obtained, taken, given or made, (ii) a Form D with the SEC and any other filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. Prior to the Closing, the Transaction Documents to which each Subsidiary is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal,, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Registration Rights Agreement, and the Guaranty, and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased Notes, if any, Pre-Delivery ADSs (including the underlying Pre-Delivery Shares) and the reservation for issuance and the issuance of the Underlying Conversion Shares as of and the Initial Closing and each Subsequent Closing, if any), Conversion ADSs) have been duly authorized by the Company’s board of directors (the “Board and each of Directors”) its Subsidiaries’ board of directors or a duly authorized committee thereofother governing body, as applicable, and (other than (i) such filings, consents or authorizations the filing with the SEC of (A) the applicable 6-K Filing (as have been obtained, taken, given or madedefined below), (iiD) a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”), and (E) any other filings as may be required by any state securities agencies, agencies (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required FilingsApprovals”), ) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders (other than the Requisite Stockholder Approval) shareholders or other governing body in connection therewithbody. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company prior to the Initial ClosingCompany, and each constitutes a the legal,, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Pre-Delivery ADSs, the Irrevocable Registrar Service Provider Instructions (as defined below), the Irrevocable Depositary Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization; Enforcement; Xxxxxxxx. (i) The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents Documents, and to which it is a party. The issue the Securities in accordance with the terms hereof, (ii) the execution and delivery of this Agreement and the other Transaction Documents by the Company, Company and the consummation by the Company and its Subsidiaries it of the transactions contemplated hereby and thereby (includingthereby, including without limitation, the issuance of the Initial Purchased Notes and the Subsequently Purchased NotesCommitment Shares (as defined in Section 5(e) hereof), if any, and the reservation for issuance and the issuance of the Underlying Purchase Shares as of the Initial Closing and each Subsequent Closing, if any)issuable under this Agreement, have been duly authorized by the Company’s board of directors directors, or a validly authorized committee thereof (collectively, the “Board of Directors”) or a duly authorized committee thereof), and (other than (i) such filings, consents or authorizations as have been obtained, taken, given or made, (ii) any filings as may be required by any state securities agencies, (iii) filings necessary to perfect the Liens (as defined below) granted under the Security Agreements, and (iv) a Supplemental Listing Application with NYSE (as defined below) and (v) filings as may be required in connection with obtaining the Requisite Stockholder Approval (clauses (i) through (v), collectively, the “Required Filings”), no further filing, consent or authorization is required by the Company, its SubsidiariesBoard of Directors or any committee thereof, their respective boards of directors or their its stockholders (other than save to the Requisite Stockholder Approvalextent provided in this Agreement), (iii) or other governing body in connection therewith. This Agreement each Transaction Document has been, and the other Transaction Documents to which it is a party will be been duly executed and delivered by the Company prior and (iv) each Transaction Document constitutes valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the Initial ClosingInvestor a true and correct copy of a unanimous written consent adopting the Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in this Agreement, no other approvals or consents of the Board of Directors, any other authorized committee thereof, and/or stockholders is necessary under applicable laws and each constitutes a legal,the Company’s articles of incorporation, as amended and in effect on the date hereof (the “Articles of Incorporation”) and/or the Company’s bylaws in effect on the date hereof (the “Bylaws”) to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.