Common use of Authorization; Validity; Enforcement Clause in Contracts

Authorization; Validity; Enforcement. The Subscriber has the requisite power and authority to execute and deliver this Agreement, the Offtake LOI setting out the terms and conditions to be included in the Offtake Agreement, and the Standstill Agreement attached hereto as Exhibit A (together, the “Transaction Documents”) and to consummate the transactions contemplated by this Agreement (the “Transactions”). The execution, delivery and performance by the Subscriber of the Transaction Documents and the consummation of the Transactions have been duly authorized by all necessary action on behalf of the Subscriber. No other proceedings on the part of the Subscriber are necessary to authorize the execution, delivery and performance by the Subscriber of any of the Transaction Documents and consummation of the Transactions. Each of the Transaction Documents has been duly and validly executed and delivered by the Subscriber. Assuming each of the Transaction Documents has been duly and validly authorized, executed and delivered on behalf of each of the parties thereto (other than the Subscriber), each of the Transaction Documents is, or will at the Closing constitute, valid and binding obligations of the Subscriber, enforceable against the Subscriber in accordance with its respective terms, subject to the limitation of such enforcement by the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to creditors’ rights generally or the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”).

Authorization; Validity; Enforcement. The Subscriber Purchaser has the requisite full limited liability company power and authority to execute and deliver this Agreement, the Offtake LOI setting out the terms and conditions to be included in the Offtake Agreement, Note and the Standstill Agreement attached hereto as Exhibit A B (together, the “Transaction Documents”) and to consummate the transactions contemplated by this Agreement (the “Transactions”)) to which it is a party. The execution, delivery and performance by the Subscriber Purchaser of the Transaction Documents and the consummation of the Transactions to which it is a party have been duly authorized by all necessary limited liability company action on behalf of the SubscriberPurchaser. No other proceedings on the part of the Subscriber Purchaser are necessary to authorize the execution, delivery and performance by the Subscriber Purchaser of any of the Transaction Documents and consummation of the TransactionsTransactions to which it is a party. Each of the Transaction Documents has been duly and validly executed and delivered by the SubscriberPurchaser. Assuming each of the Transaction Documents has been duly constitutes the valid and validly authorized, executed and delivered on behalf of each binding obligation of the parties thereto (other than the Subscriber)Company, each of the Transaction Documents is, or will at the Closing constitute, is a valid and binding obligations obligation of the SubscriberPurchaser, enforceable against the Subscriber Purchaser in accordance with its respective terms, subject to the limitation of such enforcement by the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to creditors’ rights generally or the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”).

Authorization; Validity; Enforcement. The Subscriber has the requisite power and authority to execute and deliver this Agreement, the Offtake LOI setting out the terms and conditions to be included in the Offtake Agreement, and the Standstill Agreement attached hereto as Exhibit A (together, the “Transaction Documents”) and to consummate the transactions contemplated by this Agreement (the “Transactions”). The execution, delivery and performance by the Subscriber of the Transaction Documents and the consummation of the Transactions have been duly authorized by all necessary action on behalf of the Subscriber. No other proceedings on the part of the Subscriber are necessary to authorize the execution, delivery and performance by the Subscriber of any of the Transaction Documents and consummation of the Transactions. Each of the Transaction Documents has been duly and validly executed and delivered by the Subscriber. Assuming each of the Transaction Documents has been duly and validly authorized, executed and delivered on behalf of each of the parties thereto (other than the Subscriber), each of the Transaction Documents is, or will at the Initial Closing constitute, valid and binding obligations of the Subscriber, enforceable against the Subscriber in accordance with its respective terms, subject to the limitation of such enforcement by the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to creditors’ rights generally or the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”).

Authorization; Validity; Enforcement. The Subscriber Purchaser has the requisite full corporate power and authority to execute and deliver this Agreement, the Offtake LOI setting out Note, the terms and conditions to be included in Registration Rights Agreement attached hereto as Exhibit B (the Offtake “Registration Rights Agreement, ”) and the Amended and Restated Standstill Agreement attached hereto as Exhibit A C (togetherthe “Standstill Agreement”, and together with this Agreement, the Note and the Registration Rights Agreement, the “Transaction Documents”) and to consummate the transactions contemplated by this Agreement (the “Transactions”)) to which it is a party. The execution, delivery and performance by the Subscriber Purchaser of the Transaction Documents and the consummation of the Transactions to which it is a party have been duly authorized by all necessary corporate action on behalf of the SubscriberPurchaser. No other proceedings on the part of the Subscriber Purchaser are necessary to authorize the execution, delivery and performance by the Subscriber Purchaser of any of the Transaction Documents and consummation of the TransactionsTransactions to which it is a party. Each of the Transaction Documents has been duly and validly executed and delivered by the SubscriberPurchaser. Assuming each of the Transaction Documents has been duly constitutes the valid and validly authorized, executed and delivered on behalf of each binding obligation of the parties thereto (other than the Subscriber)Company, each of the Transaction Documents is, or will at the Closing constitute, is a valid and binding obligations obligation of the SubscriberPurchaser, enforceable against the Subscriber Purchaser in accordance with its respective terms, subject to the limitation of such enforcement by the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to creditors’ rights generally or the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Enforceability Exceptions”).