Common use of Status of Securities Clause in Contracts

Status of Securities. The shares of Common Stock, Series B Stock (upon filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary) and the Warrant to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise of the Warrant, as applicable, such shares of Common Stock and Series B Stock shall be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Stock and exercise of the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary, have been duly authorized by all necessary corporate action and, when so issued, upon such conversion or exercise shall be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall not be subject to preemptive rights of any other stockholder of the Company. The Warrant, when executed and delivered by the Company pursuant to this Agreement, shall constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law)).

Status of Securities. The shares of Common Stock, Series B Preferred Stock (upon filing of the applicable Series B Stock Articles of Amendment with the Washington Massachusetts Secretary) and the Warrant Warrants to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise of the Warrant, as applicableAgreement, such shares of Common Preferred Stock and Series B Stock shall will be validly issued, fully paid and nonassessable, shall will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Stock and exercise of the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary, have been duly authorized by all necessary corporate action and, when so issued, upon such conversion or exercise shall be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall not be subject to preemptive rights of any other stockholder of the Company. The WarrantWarrants, when executed and delivered by the Company pursuant to this Agreement, shall will constitute a valid and legally binding agreement agreements of the Company enforceable in accordance with its their terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors generally creditors’ rights or by general equitable principles (whether applied equity principles). The shares of Common Stock issuable upon the conversion of the Preferred Stock and exercise of the Warrants will, upon filing of the Articles of Amendment with the Massachusetts Secretary and, in equity the case of Contingent Convertible Preferred Stock, upon receipt of the approval by the Company’s stockholders of the Stockholder Proposals, have been duly authorized by all necessary corporate action and when so issued upon such conversion or at law))exercise will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.

Status of Securities. The shares of Common Stock, Series B Stock (upon filing a) As a result of the applicable Series B Stock Articles of Amendment with approval by the Washington Secretary) and Board referred to in Section 3.03, the Warrant Notes to be issued pursuant to this Agreement and the Notes, the Preferred Shares to be issued upon the maturity of the Notes and pursuant to the Notes and the Certificate of Designation and the Conversion Securities to be issued upon conversion of the Convertible Securities, have been duly authorized and (as applicable) reserved for issuance by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement Agreement, the Notes or upon the exercise Certificate of the Warrant, as applicableDesignation, such shares of Common Stock and Series B Stock shall securities will be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the Investors good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act and any applicable state securities Laws. The shares of Common Stock issuable upon the Upon any conversion of any Convertible Securities into Conversion Securities pursuant to the Series B Stock and exercise Notes and/or the Certificate of Designation, the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary, have been duly authorized by all necessary corporate action and, when so issued, Conversion Securities issued upon such conversion or exercise shall will be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the Investors good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act and any applicable state securities Laws. The Warrantrespective rights, when executed preferences, privileges, and delivered by restrictions of the Preferred Shares, Notes and the Conversion Securities are as stated in the Company’s Organizational Documents (including the M&AA and Certificate of Designation, as applicable) and the Notes. (b) Neither the Company nor any of the other Group Companies, nor to the Company’s Knowledge, any of their respective officers, directors, employees, Affiliates or controlling persons has taken and will not, in violation of applicable Law, take, any action designed to or that might reasonably be expected to, directly or indirectly, cause or result in stabilization or manipulation of the price of the ADSs. (c) The ADSs are registered pursuant to this Agreement, shall constitute a valid and legally binding agreement Section 12(b) of the Exchange Act and listed on the NASDAQ. The Company enforceable is, and has at all times been, in accordance compliance in all material respects with its terms the applicable listing requirements and corporate governance rules and regulations of the NASDAQ, and has not received any notice asserting any material non-compliance with the listing requirements of the NASDAQ. The Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Class A Ordinary Shares under the Exchange Act or the registration or listing of the ADSs (and Class A Ordinary Shares, not for trading but in connection with the listing of the ADSs) on the NASDAQ, and has not received any notification that the SEC or the NASDAQ is contemplating terminating such registration or listing (nor does the Company have any Knowledge of any facts or circumstances that could reasonably lead to such termination, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer publicly known facts or circumstances that generally affect issuers based in the PRC). The Transactions will not contravene the rules and similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law))regulations of the NASDAQ.

Status of Securities. The shares of Common Series A Preferred Stock, the shares of Series B Preferred Stock (upon filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary) and the Warrant Warrants to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise of the Warrant, as applicableAgreement, such shares of Common Preferred Stock and Series B Stock shall will be validly issued, fully paid and nonassessable, shall and such issuance will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Preferred Stock, upon receipt of the approval by the Company’s stockholders of the Stockholder Proposals, and the shares of Preferred Stock and issuable upon the exercise of the Warrant shallWarrants will, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretaryif applicable, have been duly authorized by all necessary corporate action and, when so issued, upon such conversion or exercise shall will be validly issued, fully paid and nonassessable, shall and such issuance will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The WarrantEach of the Warrants, when executed and delivered by the Company pursuant to this Agreement, shall will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law)).

Status of Securities. The shares of Common StockNotes, Series B Stock (upon filing and, following the approval and adoption of the applicable Series B Certificate of Incorporation Amendment, the Common Stock Articles issuable upon conversion of Amendment with the Washington Secretary) and the Warrant to be issued pursuant to this Agreement Notes have been and shall be duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon Agreement, the exercise of the WarrantNotes will be legal, as applicablevalid and binding obligations, such shares of Common Stock and Series B Stock shall be validly issued, fully paid and nonassessable, shall will not subject the holders thereof to personal liability, shall have no par value and shall will not be subject to preemptive rights of any other stockholder of Issuer, and will effectively vest in each Purchaser good and marketable title to all Notes acquired by such Purchaser pursuant to this Agreement, be free and clear of all Liens, except restrictions imposed by the CompanySecurities Act and any applicable state or foreign securities laws. The Upon any conversion of any shares of Notes into Common Stock pursuant to the terms thereof, the shares of Common Stock issuable upon the conversion of the Series B Stock and exercise of the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary, have been duly authorized by all necessary corporate action and, when so issued, issued upon such conversion or exercise shall will be validly issued, fully paid and nonassessable, shall will not subject the holders holder thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of Issuer, and will effectively vest in the CompanyPurchasers good and marketable title to all such shares of Common Stock, be free and clear of all Liens, except restrictions imposed by the Securities Act and any applicable state or foreign securities laws. The Warrantrespective rights, when executed preferences, privileges and delivered restrictions of the Common Stock are as stated in the Certificate of Incorporation or as otherwise provided by the Company pursuant to this Agreement, shall constitute a valid and legally binding agreement mandatory provisions of the Company enforceable in accordance DGCL. At or prior to Closing, 90,000,000 shares of Common Stock to be issued upon any conversion of the JSC Notes into Common Stock shall have been duly reserved for such issuance and Issuer shall have made the Nasdaq Listing Submission with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating respect to or affecting creditors generally or by general equitable principles (whether applied in equity or at law))such shares of the Common Stock.

Status of Securities. The shares of Common Stock, Series B Convertible Preferred Stock (upon filing of the applicable Series B related Preferred Stock Articles Certificate of Amendment Designations with the Washington Delaware Secretary) and the Warrant to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise of the Warrant, as applicableAgreement, such shares of Common Convertible Preferred Stock and Series B Stock shall will be validly issued, fully paid and nonassessable, shall will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Convertible Preferred Stock and exercise of the Warrant shallwill, upon receipt of the approval of each by the Company’s stockholders of the Stockholder Proposals and filing of the applicable Series B related Preferred Stock Articles Certificate of Amendment Designations with the Washington Delaware Secretary, have been duly authorized by all necessary corporate action and, and when so issued, issued upon such conversion or exercise shall will be validly issued, fully paid and nonassessable, shall will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The Warrant, when executed and delivered by the Company pursuant to this Agreement, shall will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors generally creditors’ rights or by general equitable principles (whether applied in equity or at law)principles).

Status of Securities. The shares of Common StockSecurities being issued at the Initial Closing, Series B Stock (upon filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary) and the Warrant to be Securities being issued pursuant to this Agreement have been duly authorized by all necessary corporate action of at the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise of the Warrant, as applicable, such shares of Common Stock and Series B Stock shall be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Stock and exercise of the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington SecretarySecond Closing will, have been duly authorized by all necessary corporate action on the part of the Company, and at the Initial Closing and Second Closing, as the case may be, such Securities (i) will have been validly issued and, when so issuedassuming payment therefor has been made, upon such conversion or exercise shall will be validly issued, fully paid and nonassessable, shall free and clear of all Liens imposed by the Company other than restrictions on transfer provided in this Agreement, and (ii) will not be subject to any claims by the holders thereof Company or any other Person that a Purchaser is an “acquiring person” under any shareholder rights plan, including the Rights Agreement, as amended by the Second Amendment to personal liabilityRights Agreement, shall have no par value and shall or similar plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents. The issuance of such Securities will not be subject to preemptive rights of any other stockholder shareholder of the Company. The WarrantShares and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”) will be eligible for listing on Nasdaq when issued in accordance with the terms of this Agreement. As of the Initial Closing, when executed and delivered by the Company will have reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement, shall constitute a valid Agreement and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law))Warrants.

Status of Securities. The shares of Common Stock, Series B Stock and shares of Preferred Stock (upon filing of the applicable Series B Preferred Stock Articles Certificates of Amendment Designations with the Washington Delaware Secretary) and the Warrant Warrants to be issued pursuant to this Agreement have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor therefore as provided in this Agreement or upon the exercise of the Warrant, as applicableAgreement, such shares of Common Stock and Series B Preferred Stock shall will be validly issued, fully paid and nonassessable, shall will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The shares of Common Stock issuable upon the conversion of the Series B Preferred Stock and exercise of the Warrant shallWarrants will, upon receipt of the approval of each by the Company’s stockholders of the Stockholder Proposals and filing of the applicable Series B Preferred Stock Articles Certificate of Amendment Designations with the Washington Delaware Secretary, have been duly authorized by all necessary corporate action and, when so issued, upon such conversion or exercise shall will be validly issued, fully paid and nonassessable, shall will not subject the holders thereof to personal liability, shall have no par value liability and shall will not be subject to preemptive rights of any other stockholder of the Company. The WarrantEach of the Warrants, when executed and delivered by the Company pursuant to this Agreement, shall will constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law)).

Status of Securities. The shares of Common Stock, Series B Stock (upon filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary) and the Warrant Shares to be issued pursuant to this Agreement and the shares of Common Stock to be issued upon conversion of the Shares have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or upon the exercise Certificate of Designations, the Warrant, as applicable, such shares of Common Stock and Series B Stock shall Shares will be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the applicable Purchaser good title to all such securities, free and clear of all Liens, other than Liens incurred by such Purchaser, Liens arising under this Agreement or restrictions arising under applicable securities Laws. The Upon any conversion of any Shares into shares of Common Stock issuable upon pursuant to the conversion terms of the Series B Certificate of Designations, such shares of Common Stock and exercise of the Warrant shall, upon approval of each of the Stockholder Proposals and filing of the applicable Series B Stock Articles of Amendment with the Washington Secretary, have been duly authorized by all necessary corporate action and, when so issued, issued upon such conversion or exercise shall will be validly issued, fully paid and nonassessable, shall not subject the holders thereof to personal liability, shall have no par value and shall will not be subject to preemptive rights of any other stockholder shareholder of the Company, and will effectively vest in the applicable Purchaser good title to all such securities, free and clear of all Liens, other than Liens incurred by such Purchaser, restrictions arising under applicable securities Laws or Liens arising under this Agreement. The Warrant, when executed and delivered by the Company pursuant shares of Common Stock to this Agreement, shall constitute a valid and legally binding agreement be issued upon any conversion of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law))Shares have been duly reserved for such issuance.