Common use of Validity of Underlying Common Stock Clause in Contracts

Validity of Underlying Common Stock. The Purchased Notes will be convertible into cash and/or shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Conversion Shares”) in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized, approved under Rule 16b-3 of the Exchange Act and reserved by the Company for issuance upon conversion of the Purchased Notes. To the extent that the Company elects to deliver Conversion Shares in lieu of cash upon conversion of the Purchased Notes in accordance with the terms of the Purchased Notes and the Indenture, the Conversion Shares 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 or other similar rights.

Validity of Underlying Common Stock. The Purchased Undersigned’s Notes will be convertible into cash and/or shares of common stock, par value $0.001 0.0001 per share (the “Common Stock”)share, of the Company (the “Conversion Shares”) in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized, approved under Rule 16b-3 of the Exchange Act authorized and reserved by the Company for issuance upon conversion of the Purchased Undersigned’s Notes. To the extent that the Company elects to deliver Conversion Shares in lieu of cash upon conversion of the Purchased Undersigned’s Notes in accordance with the terms of the Purchased Undersigned’s Notes and the Indenture, the Conversion Shares 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 or other similar rights.

Validity of Underlying Common Stock. The Purchased Notes will be convertible into cash and/or shares of common stock, par value $0.001 0.0001 per share (the “Common Stock”), of the Company (the “Conversion Shares”) at the election of the Company in accordance with the terms of the Indenture. The Conversion Shares have been duly authorized, approved under Rule 16b-3 of the Exchange Act and reserved by the Company for issuance upon conversion of the Purchased Notes. To the extent that the Company elects to deliver Conversion Shares in lieu of cash upon conversion of the Purchased Notes in accordance with the terms of the Purchased Notes and the Indenture, the Conversion Shares 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 or other similar rights.

Validity of Underlying Common Stock. The Purchased Notes will be convertible into cash and/or shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 0.01 per share (the “Common Stock”), of the Company (the “Conversion Shares”) in accordance with the terms of the IndenturePurchased Notes. The Conversion Shares have been duly authorized, approved under Rule 16b-3 of the Exchange Act authorized and reserved by the Company for issuance upon conversion of the Purchased Notes. To the extent that the Company elects to deliver Conversion Shares in lieu of cash Notes and, when issued upon conversion of the Purchased Notes in accordance with the terms of the Purchased Notes and the Indenture, the Conversion Shares 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 or other similar rights.