Common use of Validity of Underlying Common Stock Clause in Contracts

Validity of Underlying Common Stock. The Holders’ New Debentures will at the Closing be convertible into shares of Common Stock, par value $0.001 per share, of 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 Holders’ New Debentures and, when issued upon conversion of the Holders’ New Debentures in accordance with the terms of the Holders’ New Debentures 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 or other similar rights.

Validity of Underlying Common Stock. The Holders’ New Debentures Notes will at the Closing be convertible into shares of Common Stock, par value $0.001 1.00 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 Holders’ New Debentures Notes and, when issued upon conversion of the Holders’ New Debentures Notes in accordance with the terms of the Holders’ New Debentures 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 or other similar rights.

Validity of Underlying Common Stock. The Holders’ New Debentures Notes will at the Closing be convertible into shares of Common Stock, par value $0.001 0.01 per share, of 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 Holders’ New Debentures Notes and, when issued upon conversion of the Holders’ New Debentures Notes in accordance with the terms of the Holders’ New Debentures 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 or other similar rights.