Common use of Validity of Underlying Common Stock Clause in Contracts

Validity of Underlying Common Stock. The Holder’s New Notes are convertible into shares of Common Stock (the “Conversion Shares”) in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s New Notes and, when issued upon conversion of the Holder’s New Notes in accordance with the terms of the Holder’s New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and other similar rights.

Validity of Underlying Common Stock. The Holder’s Holders’ New Notes are will at the Closing be convertible into shares of Common Stock Stock, par value $0.01 per share, of the Company (the “Conversion Shares”) in accordance with the terms of the IndentureSupplement. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s Holders’ New Notes and, when issued upon conversion of the Holder’s Holders’ New Notes in accordance with the terms of the Holder’s Holders’ New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and or other similar rights.

Validity of Underlying Common Stock. The Holder’s Holders’ New Notes are will at the Closing be convertible into shares common shares, without par value, of Common Stock the Company (the “Conversion Shares”) in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s Holders’ New Notes and, when issued upon conversion of the Holder’s Holders’ New Notes in accordance with the terms of the Holder’s Holders’ New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and or other similar rights.

Validity of Underlying Common Stock. The Holder’s Holders’ New Notes are will at the Closing be convertible into shares of Common Stock (the “Conversion Shares”) Shares in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s Holders’ New Notes and, when issued upon conversion of the Holder’s Holders’ New Notes in accordance with the terms of the Holder’s Holders’ New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and or other similar rights.

Validity of Underlying Common Stock. The Holder’s Holders’ New Notes are will at the Closing be convertible into shares of Common Stock (the “Conversion Shares”) in accordance with the terms of the IndentureSupplement. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s Holders’ New Notes and, when issued upon conversion of the Holder’s Holders’ New Notes in accordance with the terms of the Holder’s Holders’ New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and or other similar rights.

Validity of Underlying Common Stock. The Holder’s Holders’ New Notes are will be convertible into cash, shares of Common Stock (the “Conversion Shares”) or a combination of cash and Conversion Shares in accordance with the terms of the IndentureSupplement. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s Holders’ New Notes and, when issued upon conversion of the Holder’s Holders’ New Notes in accordance with the terms of the Holder’s Holders’ New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and or other similar rights.

Validity of Underlying Common Stock. The Holder’s New Notes are will be convertible into shares of Common Stock the Company’s common stock, par value $0.01 per share (the “Conversion Shares”) in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s New Notes and, when issued upon conversion of the Holder’s New Notes in accordance with the terms of the Holder’s New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and or other similar rights.

Validity of Underlying Common Stock. The Holder’s New Notes are convertible into shares of the Company’s Common Stock Stock, par value $0.0001 per share (the “Conversion Shares”) ), in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s New Notes and, when issued upon conversion of the Holder’s New Notes in accordance with the terms of the Holder’s New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and other similar rights.

Validity of Underlying Common Stock. The Holder’s Holders’ New Notes are will at the Closing be convertible into shares of the Common Stock (the “Conversion Shares”) in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s Holders’ New Notes and, when issued upon conversion of the Holder’s Holders’ New Notes in accordance with the terms of the Holder’s Holders’ New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and or other similar rights.

Validity of Underlying Common Stock. The Holder’s Holders' New Notes are will at the Closing be convertible into shares of Common Stock (the “Conversion Shares”) in accordance with the terms of the IndentureSupplement. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s Holders' New Notes and, when issued upon conversion of the Holder’s Holders' New Notes in accordance with the terms of the Holder’s Holders' New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and or other similar rights.

Validity of Underlying Common Stock. The Holder’s New Notes are will be convertible into shares of Common Stock (the “Conversion Shares”) Shares in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s New Notes and, when issued upon conversion of the Holder’s New Notes in accordance with the terms of the Holder’s New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and other similar rights.

Validity of Underlying Common Stock. The Holder’s Holders’ New Notes are will at the Closing be convertible into shares of Common Stock (the “Conversion Shares”) ), in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s Holders’ New Notes and, when issued upon conversion of the Holder’s Holders’ New Notes in accordance with the terms of the Holder’s Holders’ New Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and or other similar rights.

Validity of Underlying Common Stock. The Holder’s New Holders’ Notes are will at the Closing be convertible into shares of Common Stock (the “Conversion Shares”) in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized and reserved by the Company for issuance upon conversion of the Holder’s New Holders’ Notes and, when issued upon conversion of the Holder’s New Holders’ Notes in accordance with the terms of the Holder’s New Holders’ Notes and the Indenture, will be validly issued, fully paid and non-assessable, and the issuance of the Conversion Shares will not be subject to any preemptive, participation, rights of first refusal and or other similar rights.