Common use of Status of Securities Clause in Contracts

Status of Securities. The shares of Series A Preferred Stock to be issued pursuant to this Agreement, and the shares of Class A Common Stock or Series A-1 Preferred Stock to be issued upon conversion of the Series A-1 Preferred Stock or the Series A-2 Preferred Stock, respectively, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 Certificate, as applicable, the shares of Series A Preferred Stock being purchased by the Initial Investors hereunder will be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A-1 Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, the conversion of any shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock pursuant to the Series A-2 Certificate, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. The respective rights, preferences, privileges, and restrictions of the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A-1 Certificate and the Series A-2 Certificate). The shares of Class A Common Stock to be issued upon any conversion of shares of Series A Preferred Stock into Class A Common Stock have been duly reserved for such issuance. The shares of Series A-1 Preferred Stock to be issued upon any conversion of shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuance.

Status of Securities. The shares of Series A Voting Common Stock and shares of Convertible Preferred Stock to be issued pursuant to this Agreement, and (upon filing of the shares of Class A Common Stock or Series A-1 related Preferred Stock to be issued upon conversion Certificates of Designation with the Series A-1 Preferred Stock or the Series A-2 Preferred Stock, respectively, Georgia Secretary) have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 CertificateAgreement, as applicable, the such shares of Series A Voting Common Stock and Convertible Preferred Stock being purchased by the Initial Investors hereunder will be validly issued, fully paid and nonassessable, with no will not subject the holders thereof to personal liability attaching to the ownership thereof, and will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear . The shares of all Liens, except restrictions imposed by this Agreement, Non-Voting Common Stock issuable upon the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. Upon any conversion of any shares of the Series A-1 G Convertible Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, orwill, upon the receipt of the Requisite approval by the Company’s stockholders of the Stockholder Approval, Proposals and filing of the conversion of any shares of related Series A-2 G Preferred Stock into Series A-1 Preferred Stock pursuant to Certificate of Designation with the Series A-2 CertificateGeorgia Secretary, the shares of Class A Common Stock or Series A-1 Preferred Stock have been duly authorized by all necessary corporate action and when so issued upon such conversion or 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, and will be free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. The respective rights, preferences, privileges, and restrictions of the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A-1 Certificate and the Series A-2 Certificate). The shares of Class A Voting Common Stock to be issued issuable upon any the conversion of shares each of the Series A F Convertible Preferred Stock into Class A Common and Purchaser Non-Voting Shares will, upon receipt of the approval by the Company’s stockholders of the Stockholder Proposals and filing of the related Preferred Stock Certificates of Designation to the Articles of Incorporation with the Georgia Secretary, have been duly reserved for such issuance. The shares of Series A-1 Preferred Stock to be authorized by all necessary corporate action and when so issued upon such conversion or 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 conversion other stockholder of shares the Company. When issued in accordance with Section 4.7(j), the Indemnity Shares will be duly authorized by all necessary corporate action and will be validly issued, fully paid and non-assessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of Series A-2 Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuanceany other stockholder of the Company.

Status of Securities. The shares of Series A B Preferred Stock to be issued pursuant to this Agreement, and the shares of Class A Common Stock or Series A-1 Preferred Stock to be issued upon conversion of the Series A-1 Preferred Stock or the Series A-2 B Preferred Stock, respectively, have been duly classified in the case of the Series B Preferred Stock, and duly authorized in each case, by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 CertificateArticles Supplementary, as applicable, the shares of Series A Preferred Stock being purchased by the Initial Investors hereunder such securities will be validly issued, fully paid and nonassessable, with no will not subject the holders thereof to personal liability attaching to the ownership thereofliability, will not be subject to preemptive rights of any other stockholder of the Company, and will be effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A-1 B Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, the conversion of any shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock pursuant to the Series A-2 CertificateArticles Supplementary, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will be effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. The respective rights, preferences, privileges, and restrictions of the Series A-1 B Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation Articles (including the Series A-1 Certificate and the Series A-2 CertificateArticles Supplementary). The shares of Class A Common Stock to be issued upon any conversion of shares of Series A B Preferred Stock into Class A Common Stock have been duly reserved for such issuance. The No vote of any class or series of capital stock of or any equity interests in the Company or any its Subsidiaries is necessary to approve the issuance of the Series B Preferred Stock or the shares of Series A-1 Preferred Class A Common Stock to be issued issuable upon any conversion of shares of the Series A-2 B Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuanceStock.

Status of Securities. The shares of Series A Voting Common Stock and shares of Convertible Preferred Stock to be issued pursuant to this Agreement, and (upon filing of the shares of Class A Common Stock or Series A-1 related Preferred Stock to be issued upon conversion Certificates of Designation with the Series A-1 Preferred Stock or the Series A-2 Preferred Stock, respectively, Georgia Secretary) have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 CertificateAgreement, as applicable, the such shares of Series A Voting Common Stock and Convertible Preferred Stock being purchased by the Initial Investors hereunder will be validly issued, fully paid and nonassessable, with no will not subject the holders thereof to personal liability attaching to the ownership thereof, and will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear . The shares of all Liens, except restrictions imposed by this Agreement, Non-Voting Common Stock issuable upon the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. Upon any conversion of any shares of the Series A-1 G Convertible Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, orwill, upon the receipt of the Requisite approval by the Company’s stockholders of the Stockholder Approval, Proposals and filing of the conversion of any shares of related Series A-2 G Preferred Stock into Series A-1 Preferred Stock pursuant to Certificate of Designation with the Series A-2 CertificateGeorgia Secretary, the shares of Class A Common Stock or Series A-1 Preferred Stock have been duly authorized by all necessary corporate action and when so issued upon such conversion or 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, and will be free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. The respective rights, preferences, privileges, and restrictions of the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A-1 Certificate and the Series A-2 Certificate). The shares of Class A Voting Common Stock to be issued issuable upon any the conversion of shares each of the Series A F Convertible Preferred Stock into Class A Common and Purchaser Non-Voting Shares will, upon receipt of the approval by the Company’s stockholders of the Stockholder Proposals and filing of the related Preferred Stock Certificates of Designation to the Articles of Incorporation with the Georgia Secretary, have been duly reserved for such issuance. The shares of Series A-1 Preferred Stock to be authorized by all necessary corporate action and when so issued upon such conversion or 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 conversion other stockholder of shares the Company. When issued in accordance with Section 4.6(j), the Indemnity Shares will be duly authorized by all necessary corporate action and will be validly issued, fully paid and non-assessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of Series A-2 Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuanceany other stockholder of the Company.

Status of Securities. The shares of Series A Convertible Preferred Stock to be issued pursuant to this Agreement, and the shares of Class A Common Stock or Series A-1 Preferred Stock to be issued upon conversion of the Series A-1 Preferred Stock or the Series A-2 Convertible Preferred Stock, respectively, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 Certificate, as applicable, the shares of Series A Preferred Stock being purchased by the Initial Investors hereunder such securities will be validly issued, fully paid and nonassessable, with no will not subject the holders thereof to personal liability attaching to the ownership thereofliability, will not be subject to preemptive rights of any other stockholder of the Company, and will be effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act Act, Section 4.2 and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A-1 Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, or the conversion of any shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock pursuant to the Series A-2 Certificate, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will be effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act Act, Section 4.2 and any applicable state or foreign securities laws. The respective rights, preferences, privileges, and restrictions of the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A-1 A -1 Certificate and the Series A-2 Certificate). The shares of Class A Common Stock to be issued upon any conversion of shares of Series A Convertible Preferred Stock into Class A Common Stock have been duly reserved for such issuance. The shares of Series A-1 Preferred Stock to be issued upon any conversion of shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuance.

Status of Securities. The shares of Series A Preferred Stock Shares to be issued pursuant to this Agreement, and the shares of Class Series A Common Stock or Series A-1 Preferred Stock to be issued upon conversion of the Series A-1 B Preferred Stock or (subject to the Stockholder Approval), and the shares of Common Stock to be issued upon conversion of the Series A-2 A Preferred Stock, respectively, Stock have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement Agreement, the Series A Certificate or the Series A-1 Certificate or Series A-2 B Certificate, as applicable, the shares of Series A Preferred Stock being purchased by the Initial Investors hereunder will be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign such securities laws. Upon any conversion of any shares of Series A-1 Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, the conversion of any shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock pursuant to the Series A-2 Certificate, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, and will be effectively vest in the Purchaser good title to all such securities, free and clear of all LiensLiens (other than Liens incurred by the Purchaser and restrictions arising under applicable securities Laws), except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and Act, any applicable state or foreign securities lawslaws and the Stockholder Rights Agreement. Upon any conversion of any shares of Series A Preferred Stock into Common Stock pursuant to the Series A Certificate, the shares of Common Stock issued upon such conversion will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens (other than Liens incurred by the Purchaser, restrictions arising under applicable securities Laws), except restrictions imposed by the Securities Act, any applicable state or foreign securities laws and the Stockholder Rights Agreement. The respective rights, preferences, privileges, and restrictions of the Series A-1 A Preferred Stock, the Series A-2 B Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A-1 A Certificate and the Series A-2 B Certificate). The shares of Class A Common Stock to be issued upon any conversion of shares of Series A Preferred Stock Shares into Class A Common Stock have been duly reserved for such issuance. The shares of Series A-1 Preferred Stock to be issued upon any conversion of shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuance.

Status of Securities. The shares of Series A Preferred Stock to be issued pursuant to this Agreement, and the shares of Class A Common Stock or Series A-1 Preferred Stock to be issued upon conversion of the Series A-1 Preferred Stock or the Series A-2 A Preferred Stock, respectively, have been duly classified in the case of the Series A Preferred Stock, and duly authorized in each case, by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 CertificateArticles Supplementary, as applicable, the shares of Series A Preferred Stock being purchased by the Initial Investors hereunder such securities will be validly issued, fully paid and nonassessable, with no will not subject the holders thereof to personal liability attaching to the ownership thereofliability, will not be subject to preemptive rights of any other stockholder of the Company, and will be effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A-1 A Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, the conversion of any shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock pursuant to the Series A-2 CertificateArticles Supplementary, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will be effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. The respective rights, preferences, privileges, and restrictions of the Series A-1 A Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation Articles (including the Series A-1 Certificate and the Series A-2 CertificateArticles Supplementary). The shares of Class A Common Stock to be issued upon any conversion of shares of Series A Preferred Stock into Class A Common Stock have been duly reserved for such issuance. The No vote of any class or series of capital stock of or any equity interests in the Company or any its Subsidiaries is necessary to approve the issuance of the Series A Preferred Stock or the shares of Series A-1 Preferred Class A Common Stock to be issued issuable upon any conversion of shares of the Series A-2 A Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuanceStock.

Status of Securities. The shares of Series A Preferred Stock to be issued pursuant to this Agreement, and and, subject only to Schedule 14C Action, the shares of Class A Common Stock or Series A-1 Preferred Stock to be issued upon conversion of the Series A-1 Preferred Stock or the Series A-2 such Preferred Stock, respectively, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 CertificateAgreement, as applicable, the shares of Series A Preferred Stock being purchased by the Initial Investors hereunder such securities will be validly issued, fully paid and nonassessable, with no will not subject the holders thereof to personal liability attaching to the ownership thereofliability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by this Agreementthe Securities Act, Section 4.2, the Registration Rights Agreement, the Securities Act Certificate and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A-1 Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, the conversion of any shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock pursuant to the Series A-2 Certificate, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by this Agreementthe Securities Act, Section 4.2, the Registration Rights Agreement, the Securities Act Certificate and any applicable state or foreign securities laws. The respective rights, preferences, privileges, privileges and restrictions of the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A-1 Certificate and Certificate) or as otherwise provided by the Series A-2 Certificate)mandatory provisions of the Delaware General Corporate Law. The shares of Class A Common Stock to be issued upon any conversion of shares of Series A Preferred Stock into Class A Common Stock (assuming increases in the Accreted Value (as defined in the Certificate) of such Preferred Stock pursuant to Section 3(b) of the Certificate through the fifth anniversary of the Closing Date and no other increase to the Accreted Value (as defined in the Certificate)), at the Closing, shall have been duly reserved for such issuance. The shares issuance and approved for listing on the NYSE, subject to notice of Series A-1 Preferred Stock to be issued upon any conversion official listing and the expiration of shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuancethe Schedule 14C Waiting Period.

Status of Securities. The shares of Series A Preferred Stock to be issued pursuant to this Agreement, and the shares of Class A Common Stock or to be issued upon conversion of such Preferred Stock, and any shares of Series A-1 B-1 Preferred Stock to be issued upon conversion of the shares of Series A-1 B-2 Preferred Stock or the into shares of Series A-2 B-1 Preferred Stock, respectively, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 CertificateAgreement, as applicable, the such shares of Series A Preferred Stock being purchased by the Initial Investors hereunder will be validly issued, fully paid and nonassessable, with no will not subject the holders thereof to personal liability attaching to the ownership thereofliability, will not be subject to preemptive rights of any other stockholder of the Company, and will be free have the terms and clear conditions and entitle the holders thereof to the rights set forth therein. Upon any conversion of all Liens, except restrictions imposed by this Agreementany shares of Preferred Stock into Common Stock pursuant to the Preferred Stock Certificates of Designations, the Registration Rights Agreementshares of Common Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the Securities Act holder thereof to personal liability and will not be subject to preemptive rights of any applicable state or foreign securities lawsother stockholder of the Company. Upon any conversion of any shares of Series A-1 B-2 Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, the conversion of any shares of Series A-2 Preferred Stock into Series A-1 B-1 Preferred Stock pursuant to the Series A-2 CertificateB-2 Preferred Stock Certificate of Designations, the shares of Class A Common Stock or Series A-1 B-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. The respective rights, preferences, privileges, and restrictions of the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A-1 Certificate and the Series A-2 Certificate). The shares of Class A Common Stock to be issued upon any conversion of shares of Series A Preferred Stock into Class A Common Stock have been duly reserved for such issuance. The shares of Series A-1 B-1 Preferred Stock to be issued upon any conversion of shares of Series A-2 B-2 Preferred Stock into Series A-1 B-1 Preferred Stock, and the shares of Common Stock to be issued upon any conversion of shares of Preferred Stock into Common Stock, have been duly reserved for such issuance.

Status of Securities. The shares of Series A Preferred Stock to be issued pursuant to this Agreement, Agreement and the shares of Class A Common Stock or Series A-1 Preferred Stock to be issued upon conversion of the Series A-1 A Preferred Stock or the Series A-2 Preferred Stock, respectively, have been duly authorized by all necessary corporate actionaction of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 A Certificate, as applicable, the shares of Series A Preferred Stock being purchased by the Initial Investors hereunder will be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A-1 Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, the conversion of any shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock pursuant to the Series A-2 Certificate, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by this Agreementthe Securities Act, any applicable state, foreign or other securities Laws, the Registration Rights AgreementStockholders’ Agreement and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act and Act, any applicable state state, foreign or foreign other securities lawsLaws, the Stockholders’ Agreement and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A-1 Preferred Stock, the Series A-2 A Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including or, in respect of the Series A-1 Certificate and A Preferred Stock, in the Series A-2 A Certificate). The As of the Closing, the shares of Class A Common Stock to be issued upon any conversion or redemption of shares of Series A Preferred Stock into Class A Common Stock have been duly reserved for such issuance. The shares of Series A-1 Preferred Stock to be issued upon any conversion of shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock the Purchased Shares shall have been duly reserved for such issuance.

Status of Securities. The shares of Series A Preferred Stock to be issued pursuant to this Agreement, and the shares of Class A Common Stock or Series A-1 Preferred Stock to be issued upon conversion of the Series A-1 Preferred Stock or the Series A-2 A Preferred Stock, respectively, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 A Certificate, as applicable, the shares of Series A Preferred Stock being purchased by the Initial Investors hereunder will such securities shall be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, will shall not be subject to preemptive rights of any other stockholder of the Company, and will be shall effectively vest in the Purchaser good title to all such securities, free and clear of all LiensLiens (other than restrictions arising under applicable securities Laws), except restrictions imposed by this Agreementthe Securities Act, the Registration Rights Agreement, the Securities Act Shareholder’s Agreement and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A-1 A Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, the conversion of any shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock pursuant to the Series A-2 A Certificate, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion will shall be validly issued, fully paid and nonassessable, will and shall not be subject to preemptive rights of any other stockholder of the Company, and will be shall effectively vest in the Purchaser good title to all such securities, free and clear of all LiensLiens (other than restrictions arising under applicable securities Laws), except restrictions imposed by this Agreementthe Securities Act, the Registration Rights Agreement, the Securities Act Shareholder’s Agreement and any applicable state or foreign securities laws. The respective rights, preferences, privileges, and restrictions of the Series A-1 Preferred Stock, the Series A-2 A Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A-1 Certificate and the Series A-2 A Certificate). The shares of Class A Common Stock to be issued upon any conversion of shares of Series A Preferred Stock into Class A Common Stock have been duly reserved for such issuance. The shares of Series A-1 Preferred Stock to be issued upon any conversion of shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuance.

Status of Securities. The shares of Series A Preferred Stock to be issued pursuant to this AgreementPurchased Stock, and the shares of Class A Common Stock or Series A-1 Preferred Stock to be issued upon conversion of the Series A-1 Preferred Stock or the Series A-2 such Preferred Stock, respectively, have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A-1 Certificate or Series A-2 CertificateAgreement, as applicable, the shares of Series A Preferred Stock being purchased by the Initial Investors hereunder such securities will be validly issued, fully paid and nonassessable, with no will not subject the holders thereof to personal liability attaching to the ownership thereofliability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in each Purchaser good and marketable title to all such securities acquired by such Purchaser pursuant to this Agreement or the Certificate, be free and clear of all Liens, except restrictions imposed by this Agreementthe Securities Act, the Registration Rights Agreement, the Securities Act Certificate and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A-1 Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, the conversion of any shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock pursuant to the Series A-2 Certificate, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchasers good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by this Agreementthe Securities Act, the Registration Rights Agreement, the Securities Act Certificate and any applicable state or foreign securities laws. The respective rights, preferences, privileges, privileges and restrictions of the Series A-1 Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A-1 Certificate and Certificate) or as otherwise provided by the Series A-2 Certificate)mandatory provisions of the DGCL. The At or prior to Closing, the maximum number of shares of Class A Common Stock to be issued upon any conversion of shares of Series A Preferred Stock into Class A Common Stock shall have been duly reserved for such issuance. The shares issuance and approved for listing on the NYSE, subject to official notice of Series A-1 Preferred Stock to be issued upon any conversion of shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuance.