Common use of Authorization; Enforceable Agreement Clause in Contracts

Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company and its stockholders necessary for the authorization, execution, and delivery of this Agreement and the Registration Rights Agreement by the Company, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of the Shares has been taken, and this Agreement and the Registration Rights Agreement, when executed and delivered by the Company, assuming due authorization, execution and delivery by the Investor, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereof, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that the transactions contemplated hereby are in the best interests of the Company and its stockholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Rights Agreement and the transactions contemplated hereby and thereby, and (B) adopting the Certificate of Designations; and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the Investor. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company Company, its officers, directors, and its stockholders necessary for the authorization, execution, and delivery of this Agreement and the Registration Rights Agreement by the CompanyAncillary Agreements, the performance of all obligations of the Company hereunder under this Agreement and thereunderthe Ancillary Agreements, and the authorization, issuance (or reservation for issuance), sale, and delivery of (i) the Preferred Shares being sold hereunder (including the Additional Preferred Shares) and (ii) the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of the Series C Preferred Shares (the “Conversion Shares”), has been taken, and this Agreement taken other than the filing of the Series B Certificate of Designations and the Registration Rights AgreementSeries C Certificate of Designations; provided, when executed and delivered by however that the Company, assuming Company has not amended its Certificate of Incorporation to increase its authorized Common Stock in an amount sufficient for the issuance of all Conversion Shares. Assuming due authorization, execution and delivery by the InvestorInvestors, constitutes this Agreement constitutes, and the Ancillary Agreements, when executed and delivered, will constitute constitute, valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (iA) laws limiting the availability filing of specific performance, injunctive reliefthe Series B Certificate of Designations and the Series C Certificate of Designations with the Delaware Secretary of State pursuant to Section 6.4, and other equitable remedies; (iiB) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on obtaining the enforceability affirmative vote of the indemnification provisions contained in Company’s stockholders to approve the Registration Rights Agreement Amendment to Certificate (the “Enforceability ExceptionsStockholder Approvals”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereofof this Agreement, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that as of the date of this Agreement this Agreement and the transactions contemplated hereby by this Agreement are fair to and in the best interests of the Company and its stockholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, approving this Agreement and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Rights Agreement Ancillary Agreements and the transactions contemplated hereby by this Agreement and therebythe Ancillary Agreements, (iii) declaring this Agreement and the issuance and sale of the Preferred Shares advisable, (Biv) adopting the Series B Certificate of Designations; and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True Designations and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Series C Certificate of Designations, no provision of Designations and (v) approving the Amended and Restated Amendment to Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the Investor. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, for submission to the Company’s Knowledge, any other Lawstockholders pursuant to Section 10.1 and resolving to recommend that the stockholders approve the Amendment to Certificate.

Authorization; Enforceable Agreement. (a) All The Company has all necessary corporate right, power and authority and has taken all necessary corporate action on the part of the Company Company, its officers, directors, and its stockholders shareholders necessary for the authorization, execution, and delivery of this Agreement and Agreement, the Registration Rights Agreement by and the CompanyInvestor Rights Agreement, the performance of all obligations of the Company hereunder under this Agreement, the Registration Rights Agreement and thereunderthe Investor Rights Agreement, the filing of the Series A Certificate of Designations with the Secretary of State of the State of Delaware, and the authorization, issuance (or reservation for issuance), sale, delivery and delivery registration of transfer of (i) the Purchased Shares and Purchased Warrants being sold hereunder hereunder; (and the ii) any shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable to be issued to the Investor upon the conversion of the Purchased Shares and (iii) any shares of Common Stock to be issued pursuant to the Investor’s exercise of any Purchased Warrants. The issuance of the Purchased Shares and the Purchased Warrant does not require any further corporate action and is not subject to any preemptive right or rights of first refusal under the Company’s Certificate of Incorporation, Bylaws or any other agreement or contract to which the Company is a party. This Agreement has been taken, and this each of the Registration Rights Agreement and the Registration Investor Rights Agreement, when Agreement will at Closing be duly executed and delivered by the Companydelivered, and assuming due authorization, execution and delivery by the InvestorInvestor and the other parties thereto, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) except as such enforceability may be limited by applicable laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally legal requirement relating to or affecting creditors’ rights generally; generally and (iii) limitations on the except as such enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or rights of first offerat law). (b) On or prior to the date hereofof this Agreement, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that as of the date of this Agreement this Agreement and the transactions contemplated hereby are in the best interests of the Company and its stockholdersCompany, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Rights Agreement, the Investor Rights Agreement and the transactions contemplated hereby and thereby, (iii) declaring this Agreement and (B) adopting the Certificate of Designations; and, as issuance and sale of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by Purchased Shares and the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, Purchased Warrants (including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion on the exercise thereof) advisable, and (iv) adopting the Series A Certificate of the Shares) or any other shares of the Company that may be acquired or controlled by the InvestorDesignations. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company Company, its officers, directors, and its stockholders necessary for the authorization, execution, and delivery of this Agreement and each of the Registration Rights Agreement by the CompanyTransaction Documents, the performance of all obligations of the Company hereunder and thereunderunder each of the Transaction Documents, and the authorization, issuance (or reservation for issuance), sale, and delivery of (i) the Shares Series E Preferred Stock being sold hereunder hereunder, (ii) the Common Stock being sold hereunder, and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations(iii) and the Common Stock issuable upon conversion of the Shares Series E Preferred Stock in accordance with the terms of the Series E Articles Supplementary has been taken, and this Agreement and each of the Registration Rights AgreementTransaction Documents, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery by the InvestorInvestors, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: to (iA) laws limiting the availability filing of specific performancethe Series E Articles Supplementary with the Department of Assessments and Taxation of the State of Maryland pursuant to Section 6.1, injunctive relief(B) obtaining the affirmative vote of holders of a majority of the Common Stock present or represented and entitled to vote at a meeting of stockholders of the Company (other than Common Stock held by the Investors) to approve the Conversion Rights (such affirmative vote, the “Stockholder Conversion Rights Approval”), and other equitable remedies; (iiC) as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or other similar laws now or hereafter in effect generally relating to or Laws affecting the enforcement of creditors’ rights generally; generally and to general equitable principles (iii) limitations on the enforceability of the indemnification provisions contained whether considered in the Registration Rights Agreement (the “Enforceability Exceptions”a proceeding in equity or at law). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereofof this Agreement, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that the transactions contemplated hereby are in the best interests authorizing and approving each of the Company and its stockholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Rights Agreement Documents and the transactions contemplated hereby and therebythereby (subject to the Stockholder Conversion Rights Approval necessary to approve the Conversion Rights), and (Bii) adopting the Certificate Series E Articles Supplementary, (iii) exempting the Investors from the Ownership Limit (as defined in the Articles of Designations; andIncorporation) pursuant to, as and in accordance with the requirements of, Section 2(f)(i) of the date hereofArticles of Incorporation, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by subject to receipt of a representation letter(s) from the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth Investors in the Certificate of Designations, no provision of form attached hereto as Exhibit E and (iv) excluding the Amended Investors and Restated Certificate of Incorporation or their Affiliates from the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder restrictions on transactions with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the Investor. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted interested stockholders under the DGCL, or, to the Company’s Knowledge, any other LawMaryland Business Combination Act.

Authorization; Enforceable Agreement. (a) The Company has full right, power, authority and capacity to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Company and its stockholders necessary for the authorization, execution, and delivery of this Agreement and those Ancillary Agreements to which the Registration Rights Agreement by the CompanyCompany is a party, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of the Shares has been taken, and this Agreement and the Registration Rights Agreementeach of such Ancillary Agreements, when executed and delivered by the Company, assuming due authorization, execution and delivery by the InvestorInvestor or PSS, as applicable, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws Laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect generally relating to or affecting creditors’ rights generallyrights; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement herein (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereof, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that the transactions contemplated hereby are in the best interests of the Company and its stockholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, Agreement and those Ancillary Agreements to which the Registration Rights Agreement Company is a party and the transactions contemplated hereby and thereby, and (B) adopting the Certificate of Designations; and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the Investor. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company and its stockholders the Guarantors, necessary for the authorization, execution, and delivery of this Agreement and each of the Registration Rights Agreement by the CompanyTransaction Documents, the performance of all obligations of the Company hereunder and thereunderthe Guarantors under each of the Transaction Documents, and the authorization, issuance (or reservation for issuance), sale, and delivery of (i) the Notes being sold hereunder, (ii) the Common Shares being sold hereunder hereunder, (and iii) the shares Common Shares issuable upon conversion of Series A Preferred Stock issuable in respect of dividends thereon from time to time the Notes in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of the Shares Notes has been taken, except for appointment of the Investor Director to the Nominating and this Agreement Governance Committee which shall be completed prior to Closing, and each of the Registration Rights AgreementTransaction Documents, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery by the InvestorInvestor or any other party thereto other than the Company or a Guarantor, constitutes and will constitute valid and legally binding obligations of the CompanyCompany and the Guarantors, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ the rights generally; and (iii) limitations on the enforceability remedies of creditors or by general equitable principles. The Guarantees of the indemnification provisions contained in Notes, at the Registration Rights Agreement (the “Enforceability Exceptions”). The sale Closing Date, will have been duly executed by each of the Shares is not, Guarantors and the subsequent conversion will constitute valid and binding agreements of the Shares into Common Stock will not beGuarantors, enforceable against the Guarantors in accordance with their respective terms subject to any preemptive bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or rights of first offerby general equitable principles. (b) On or prior to Without limiting the date hereofforegoing, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that the transactions contemplated hereby are in the best interests issuance and delivery of the Company and its stockholders, and (ii) authorizing Common Shares have been duly authorized by all necessary corporate action on the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf part of the Board: (A) approving this AgreementCompany. Upon issuance, the Registration Rights Agreement Common Shares will be duly and the transactions contemplated hereby validly issued, fully paid and thereby, and (B) adopting the Certificate of Designations; and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the Investornonassessable. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) The Company has full right, power, authority and capacity to enter into this Agreement and the Investor Rights Agreement and to consummate the Transactions. All corporate action on the part of the Company Company, its officers, directors, and its stockholders shareholders necessary for the authorization, execution, and delivery of this Agreement and the Registration Investor Rights Agreement by the CompanyAgreement, the performance of all obligations of the Company hereunder under this Agreement and thereunderthe Investor Rights Agreement, and the authorization, issuance (or reservation for issuance), sale, and delivery of (i) the Preferred Shares being sold hereunder and the PIK Shares, (and ii) the shares of Series A Preferred Common Stock issuable in respect of dividends thereon from time to time increases of the liquidation preference of the Preferred Shares and the PIK Shares in accordance with the terms of the Series A Certificate of Designations, and (iii) and the Common Stock issuable upon conversion of the Preferred Shares and the PIK Shares in accordance with the terms of the Series A Certificate of Designations has been been, or will be, taken, and this Agreement and the Registration Investor Rights Agreement, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery by the Investor, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: to (iA) laws limiting the availability filing of specific performancethe Series A Certificate of Designations with the Delaware Secretary of State pursuant to Section 6.5 and (B) as to enforcement, injunctive relief, and other equitable remedies; (ii) to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium fraudulent conveyance or other similar laws now or hereafter in effect generally relating to or Laws affecting the enforcement of creditors’ rights generally; generally and to general equitable principles (iii) limitations on the enforceability of the indemnification provisions contained whether considered in the Registration Rights Agreement (the “Enforceability Exceptions”a proceeding in equity or at Law). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereofof this Agreement, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that as of the transactions contemplated hereby date of this Agreement this Agreement and the Transactions are fair to and in the best interests of the Company and its stockholdersshareholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, approving this Agreement and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Investor Rights Agreement and the transactions contemplated hereby Transactions, (iii) declaring this Agreement and therebythe issuance and sale of the Preferred Shares advisable, (iv) approving the Bylaws Amendment, and (Bv) adopting the Series A Certificate of Designations; and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the Investor. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company Company, its officers, directors, and its stockholders shareholders necessary for the authorization, execution, and delivery of this Agreement and Agreement, the Registration Rights Agreement by and the CompanyInvestor Rights Agreement, the performance of all obligations of the Company hereunder under this Agreement, the Registration Rights Agreement and thereunderthe Investor Rights Agreement, and the authorization, issuance (or reservation for issuance), sale, and delivery of (i) the Preferred Shares being sold hereunder hereunder, (and ii) the shares of Series A Preferred Common Stock issuable in respect of dividends thereon from time to time increases of the liquidation preference of the Series A Preferred in accordance with the terms of the Series A Certificate of Designations, (iii) the shares of Series A Preferred issuable in respect of the exchange of Series B Preferred for Series A Preferred in accordance with the terms of the Series B Certificate of Designations and (iv) the Common Stock issuable upon conversion of the Shares Series A Preferred in accordance with the terms of the Series A Certificate of Designations has been taken, and this Agreement and the Registration Rights Agreement, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery by the InvestorInvestors, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (iA) laws limiting the availability filing of specific performance, injunctive reliefthe Series A Certificate of Designations and the Series B Certificate of Designations with the Delaware Secretary of State pursuant to Section 6.1, and other equitable remedies; (iiB) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on obtaining the enforceability affirmative vote of a majority of the indemnification provisions contained Common Stock present or represented and entitled to vote at a meeting of shareholders of the Company to approve the issuance of shares of Series A Preferred to the Investors in excess of the Conversion Cap (as defined in the Registration Rights Agreement Series A Certificate of Designations) and the exchange of Series B Preferred for Series A Preferred in accordance with the terms of the Series B Certificate of Designations (the “Enforceability ExceptionsShareholder Approvals”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereofof this Agreement, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that as of the date of this Agreement this Agreement and the transactions contemplated hereby by this Agreement are fair to and in the best interests of the Company and its stockholdersshareholders, and (ii) authorizing approving this Agreement, the Transaction Committee (Registration Rights Agreement, the “Committee”) to take the following actions, Investor Rights Agreement and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving transactions contemplated by this Agreement, the Registration Rights Agreement and the transactions contemplated hereby Investor Rights Agreement, (iii) declaring this Agreement and therebythe issuance and sale of the Preferred Shares advisable, and (Biv) adopting the Series A Certificate of Designations; and, as Designations and the Series B Certificate of Designations and (v) recommending that the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to Company’s shareholders approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion Series A Preferred to the Investors in excess of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company Conversion Cap (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth defined in the Series A Certificate of Designations, no provision ) and the exchange of Series B Preferred for Series A Preferred in accordance with the terms of the Amended and Restated Series B Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the InvestorDesignations. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) The Company has full right, power, authority and capacity to enter into this Agreement and the other Transaction Documents and to consummate the Transactions. All corporate action on the part of the Company Company, its officers, directors, and its stockholders necessary for the authorization, execution, and delivery of this Agreement and the Registration Rights Agreement by the Companyother Transaction Documents, the performance of all obligations of the Company hereunder under this Agreement and thereunderthe other Transaction Documents, and the authorization, issuance (or reservation for issuance), sale, and delivery of (i) the Shares Purchased Securities being sold hereunder hereunder, (ii) the Converted Preferred Shares and (iii) the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of pursuant to the Shares Contingent Payment Right Agreement (clauses (i) through (iii), collectively, the “Securities”), has been taken, and this Agreement and the Registration Rights Agreementother Transaction Documents, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery by the Investor, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (x) in the case of the issuance of the Converted Preferred Shares, to the filing of the Series A Certificate of Designations with the Delaware Secretary of State pursuant to Section 3.2(b), (y) in the case of the Share Issuance, to receipt of the Stockholder Approval and the filing of the Charter Amendment with the Delaware Secretary of State pursuant to Section 8.14, and (z) except that such enforceability (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws now Laws of general application affecting or hereafter in effect generally relating to or affecting the enforcement of creditors’ rights generally; generally and (iiiii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights general principles of equity, whether considered in a proceeding at law or rights of first offerin equity. (b) On or prior to the date hereofof this Agreement, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that as of the transactions contemplated hereby date of this Agreement this Agreement and the Transactions are fair to and in the best interests of the Company and its stockholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Rights Agreement and the transactions contemplated hereby other Transaction Documents and therebythe Transactions, (iii) declaring this Agreement and the other Transaction Documents and the issuance and sale of the Securities advisable, and (Biv) adopting the Series A Certificate of Designations; and, as of Designations and approving the date hereof, such Charter Amendment. Such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the Investorrescinded. (c) The executionaffirmative votes of (i) holders of a majority of all the outstanding shares of Common Stock entitled to vote thereon at the Stockholders Meeting to approve the Charter Amendment and (ii) holders of a majority of the votes cast by holders of outstanding shares of Common Stock at the Stockholder Meeting on the proposal to approve the Share Issuance in accordance with Nasdaq rules (together, delivery and performance the “Stockholder Approval”) are the only votes of this Agreement will not cause to be applicable to the holders of any class or series of capital stock of the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under necessary to approve the DGCL, or, to the Company’s Knowledge, any other LawTransactions.

Authorization; Enforceable Agreement. (a) The Company has full right, power, authority and capacity to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Company and its stockholders necessary for the authorization, execution, and delivery of this Agreement and those Ancillary Agreements to which the Registration Rights Agreement by the CompanyCompany is a party, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of the Shares has been taken, and this Agreement and the Registration Rights Agreementeach of such Ancillary Agreements, when executed and delivered by the Company, assuming due authorization, execution and delivery by the InvestorInvestor or MWF, as applicable, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws Laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect generally relating to or affecting creditors’ rights generallyrights; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement herein (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereof, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that the transactions contemplated hereby are in the best interests of the Company and its stockholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, Agreement and those Ancillary Agreements to which the Registration Rights Agreement Company is a party and the transactions contemplated hereby and thereby, and (B) adopting the Certificate of Designations; and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the Investor. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) The Company has full right, power, authority and capacity to enter into this Agreement and the other Transaction Documents and to consummate the Transactions. All corporate action on the part of the Company Company, its officers, directors, and its stockholders necessary for the authorization, execution, and delivery of this Agreement and the Registration Rights Agreement by the Companyother Transaction Documents, the performance of all obligations of the Company hereunder under this Agreement and thereunderthe other Transaction Documents, and the authorization, issuance (or reservation for issuance), sale, and delivery of of (i) the Shares Purchased Securities being sold hereunder hereunder, (ii) the Converted Preferred Shares and (iii) the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of pursuant to the Shares Contingent Payment Right Agreement (clauses (i) through (iii), collectively, the “Securities”), has been taken, and this Agreement and the Registration Rights Agreementother Transaction Documents, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery by the Investor, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (x) in the case of the issuance of the Converted Preferred Shares, to the filing of the Series A Certificate of Designations with the Delaware Secretary of State pursuant to Section 3.2(b), (y) in the case of the Share Issuance, to receipt of the Stockholder Approval and the filing of the Charter Amendment with the Delaware Secretary of State pursuant to Section 8.14, and (z) except that such enforceability (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar laws now Laws of general application affecting or hereafter in effect generally relating to or affecting the enforcement of creditors’ rights generally; generally and (iiiii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights general principles of equity, whether considered in a proceeding at law or rights of first offerin equity. (b) On or prior to the date hereofof this Agreement, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that as of the transactions contemplated hereby date of this Agreement this Agreement and the Transactions are fair to and in the best interests of the Company and its stockholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Rights Agreement and the transactions contemplated hereby other Transaction Documents and therebythe Transactions, (iii) declaring this Agreement and the other Transaction Documents and the issuance and sale of the Securities advisable, and (Biv) adopting the Series A Certificate of Designations; and, as of Designations and approving the date hereof, such Charter Amendment. Such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the Investorrescinded. (c) The executionaffirmative votes of (i) holders of a majority of all the outstanding shares of Common Stock entitled to vote thereon at the Stockholders Meeting to approve the Charter Amendment and (ii) holders of a majority of the votes cast by holders of outstanding shares of Common Stock at the Stockholder Meeting on the proposal to approve the Share Issuance in accordance with Nasdaq rules (together, delivery and performance the “Stockholder Approval”) are the only votes of this Agreement will not cause to be applicable to the holders of any class or series of capital stock of the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under necessary to approve the DGCL, or, to the Company’s Knowledge, any other LawTransactions.

Authorization; Enforceable Agreement. (a) The Company has full right, power, authority and capacity to enter into this Agreement, the Registration Rights Agreement, the Investor Rights Agreement and the Warrant Agreement and to consummate the Transactions. All corporate action on the part of the Company Company, its officers, directors, and its stockholders shareholders necessary for the authorization, execution, and delivery of this Agreement, the Registration Rights Agreement, the Investor Rights Agreement and the Registration Rights Agreement by the CompanyWarrant Agreement, the performance of all obligations of the Company hereunder under this Agreement, the Registration Rights Agreement, the Investor Rights Agreement and thereunderthe Warrant Agreement, and the authorization, issuance (or reservation for issuance), sale, and delivery of (i) the Preferred Shares being sold hereunder hereunder, (ii) the Warrant, and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations(ii) and the Common Stock issuable upon conversion of the Shares Series A Preferred in accordance with the terms of the Series A Certificate of Designations or the exercise of the Warrant in accordance with the terms of the Warrant Agreement has been been, or will be, taken, and this Agreement, the Registration Rights Agreement and the Registration Rights Warrant Agreement, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery by the InvestorInvestors, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting to the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability filing of the indemnification provisions contained in Series A Certificate of Designations with the Registration Rights Agreement (the “Enforceability Exceptions”). The sale Delaware Secretary of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject State pursuant to any preemptive rights or rights of first offerSection 6.5. (b) On or prior to the date hereofof this Agreement, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that as of the transactions contemplated hereby date of this Agreement this Agreement and the Transactions are fair to and in the best interests of the Company and its stockholdersshareholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Rights Agreement, the Investor Rights Agreement, the Warrant Agreement and the transactions contemplated hereby Transactions, (iii) declaring this Agreement and therebythe issuance and sale of the Preferred Shares and the Warrant advisable, and (Biv) adopting the Series A Certificate of Designations; and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the Investor. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) All corporate action on the part Each of the Company Buyer, Merger Sub and its stockholders necessary for LLC Sub has all requisite power and authority to execute and deliver each Transaction Document to which it is or will be a party and to consummate the authorizationContemplated Transactions including, executionas applicable, and delivery of this Agreement and the Registration Rights Agreement by the Company, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, ) and delivery of (i) the Shares Buyer Stock being sold issued hereunder and (and ii) subject to obtaining the shares Stockholder Approvals, the Buyer Common Stock issuable upon conversion of the Buyer Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Series A Certificate of Designations) . The execution and delivery by each of Buyer, Merger Sub and LLC Sub of each Transaction Document to which it is or will be a party and the consummation of the Contemplated Transactions has been duly and validly authorized and approved by the Board of Directors of the Buyer, Merger Sub and LLC Sub, as applicable, and the sole member of LLC Sub and no other proceeding, consent or authorization on the part of the Buyer, Merger Sub and LLC Sub is necessary to authorize any Transaction Document to which it is or will be a party or the Contemplated Transactions except for: (A) the filing of the Series A Certificate of Designations with the Delaware Secretary of State, (B) the filing of the Certificate of Merger and the Second Certificate of Merger pursuant to Delaware Law, and (C) obtaining the affirmative vote of a majority of the Buyer Common Stock issuable present or represented and entitled to vote at a meeting of stockholders of the Buyer to approve, for purposes of Section 312.03 of the NYSE Listed Company Manual, (i) the issuance of shares of Buyer Common Stock to the Stockholders upon conversion of the Shares Buyer Series A Preferred Stock in accordance with the terms of the Series A Certificate of Designations and(ii) the voting rights of the Buyer Series A Preferred Stock in accordance with the terms of the Series A Certificate of Designations (clause (C), collectively the “Stockholder Approvals”). Each Transaction Document to which each of the Buyer, Merger Sub and LLC Sub is or will be a party, has been taken, or will be duly and this Agreement and the Registration Rights Agreement, when validly executed and delivered by each of the CompanyBuyer, assuming due authorization, execution Merger Sub and delivery by the Investor, constitutes LLC Sub and constitute or will constitute a legal, valid and legally binding obligations obligation of each of the CompanyBuyer, Merger Sub and LLC Sub, enforceable against each of the Buyer, Merger Sub and LLC Sub in accordance with their respective terms, subject to: (i) laws limiting to the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereofof this Agreement, (x) the Company’s Board of Directors (of the “Board”) Buyer has duly adopted resolutions (i) evidencing its determination determination, that as of the date of this Agreement, this Agreement and the transactions contemplated hereby by this Agreement are fair to and in the best interests of the Company Buyer and its stockholders, and (ii) authorizing the approving Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Rights Agreement Documents and the transactions contemplated hereby by the Transaction Documents, (iii) declaring this Agreement and therebythe issuance and sale of the Buyer Stock advisable, and (Biv) adopting the Series A Certificate of Designations; and, as of Designations and (v) recommending that the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to Buyer’s stockholders approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including (a) the issuance of shares of Buyer Common Stock to the Stockholders upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” Buyer Series A Preferred Stock in accordance with the Company (in each case, as such term is used in Section 203 terms of the Delaware General Corporation Law Series A Certificate of Designations and (b) the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 voting rights of the DGCL. True and complete copies of all resolutions Buyer Series A Preferred Stock in accordance with the terms of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Series A Certificate of Designations, no provision (y) the Board of Directors of Merger Sub has taken all necessary corporate actions to approve this Agreement, the First Merger and the other transactions contemplated by this Agreement (other than obtaining the consent of the Amended Buyer as its sole stockholder approving and Restated Certificate of Incorporation or adopting this Agreement in accordance with the Amended and Restated Bylaws requirements of the Company wouldDGCL, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may which Buyer’s consent shall be acquired or controlled by the Investor. (c) The execution, delivery obtained and performance of this Agreement will not cause to be applicable delivered to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under immediately following the DGCLexecution of this Agreement) and (z) the Buyer, oras the sole member of LLC Sub, to has approved the Company’s Knowledge, any other LawSecond Merger.

Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company Company, its officers, directors, and its stockholders shareholders necessary for the authorization, execution, and delivery of this Agreement and the Registration Rights Agreement by the CompanyAgreement, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate Statement of Designations) and the Common Stock issuable upon conversion of the Shares has been taken, and this Agreement and the Registration Rights Agreement, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery by the InvestorInvestors, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereof, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that as of the date hereof this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company and its stockholdersshareholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Rights Agreement and the transactions contemplated hereby and thereby, (iii) declaring this Agreement and the issuance and sale of the Shares advisable and (Biv) adopting the Certificate Statement of Designations; , and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, Company has taken all actions necessary action or appropriate to approve ensure that the Investor becoming an “interested stockholder,” such that restrictions on business combinations contained in Article 13.03.A of the Texas Business Corporation Act and Section 21.606 of the Texas Business Organizations Code will not apply with respect to or as a result of this Agreement, the Statement of Designations, the Registration Rights Agreement and the transactions contemplated herebyhereby and thereby, including the issuance of shares of Common Stock upon conversion of the Shares, without any further action on the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 part of the Delaware General Corporation Law (shareholders or the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCLBoard. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the InvestorInvestors. Other than the provisions set forth in the Certificate of Designations, no No provision of the Amended and Restated Certificate Articles of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor Investors to vote, or otherwise to exercise the rights of a stockholder shareholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the InvestorInvestors. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) All corporate action The Company has all requisite power and authority to execute and deliver each Transaction Document to which it is or will be a party and to consummate the Contemplated Transactions. The execution and delivery by the Company of each Transaction Document to which it is or will be a party and the consummation of the Contemplated Transactions has been duly and validly authorized and approved by the Board of Directors of the Company, and no other proceeding, consent or authorization on the part of the Company is necessary to authorize any Transaction Document to which it is or will be a party or the Contemplated Transactions (other than the approval of the First Merger and its stockholders necessary for the authorization, execution, and delivery adoption of this Agreement by the requisite vote of the Company’s Stockholders (which shall be given in the Stockholder Consent) and the Registration Rights Agreement by the Company, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms filing of the Certificate of Designations) and Merger pursuant to the Common Stock issuable upon conversion of DGCL)). Each Transaction Document to which the Shares Company is or will be a party, has been taken, or will be duly and this Agreement and the Registration Rights Agreement, when validly executed and delivered by the CompanyCompany and, assuming the due authorization, execution and delivery by the InvestorBuyer and Merger Sub, constitutes and as applicable, constitute, or will constitute constitute, a legal, valid and legally binding obligations obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to: (i) laws limiting to the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereof, the Company’s The Board of Directors (of the “Board”) Company has duly adopted resolutions unanimously (i) evidencing its determination determined that the transactions contemplated hereby are this Agreement is fair to, and in the best interests of of, the Company and its stockholdersStockholders, and (ii) authorizing approved and declared advisable this Agreement and (iii) resolved to recommend that the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving Company’s Stockholders adopt this Agreement, the Registration Rights Agreement and the transactions contemplated hereby and thereby, and (B) adopting the Certificate of Designations; and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized none of the aforesaid actions by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result Board of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the Investor. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws Directors of the Company wouldhas been amended, directly rescinded or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the Investormodified. (c) The executionaffirmative vote of the holders of a majority of outstanding shares of Company Preferred Stock (after giving effect to the exercise of the Preferred Warrants and Preferred Options, delivery and performance as applicable), voting together as a single class, is the only vote of the holders of any class or series of the Capital Stock of the Company necessary to adopt this Agreement will not cause (which shall be given in the Stockholder Consent). When delivered to Buyer, the Stockholder Consent shall be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCLeffective, orvalid, to the Company’s Knowledge, any other Lawenforceable and irrevocable.

Authorization; Enforceable Agreement. (a) 6.5.1 All corporate action on the part of the Company TMI and its stockholders Purchaser and their respective officers, directors, and shareholders necessary for the authorization, execution, and delivery of this Agreement and Agreement, the Registration Rights Agreement by Warrants, the CompanyStockholders Agreement, the performance of all obligations of the Company TMI and Purchaser hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Consideration Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion exercise of the Shares Warrants) has been taken, and this Agreement Agreement, the Warrants and the Registration Rights Stockholders Agreement, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery by the InvestorSeller, constitutes constitute and will constitute valid and legally binding obligations of the CompanyTMI and Purchaser, as applicable, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Stockholders Agreement (the “Enforceability Exceptions”). The sale of the Consideration Shares is not, and the subsequent conversion issuance of any shares upon exercise of the Shares into Common Stock Warrants will not be, subject to any preemptive rights or rights of first offer. (b) 6.5.2 On or prior to the date hereof, the Company’s Board board of Directors (the “Board”) directors of TMI has duly adopted resolutions (i) evidencing its determination that as of the date hereof this Agreement and the transactions contemplated hereby are fair to and in the best interests of the Company TMI and its stockholdersshareholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Rights Warrants and the Stockholders Agreement and the transactions contemplated hereby and thereby, and (B) adopting the Certificate of Designations; and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all the resolutions of the Board and the Committee board of directors reflecting such actions have been previously provided to the InvestorSeller. Other than the provisions set forth in the Certificate of Designations, no No provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company TMI would, directly or indirectly, restrict or impair the ability of the Investor Seller to vote, or otherwise to exercise the rights of a stockholder shareholder with respect to, the Consideration Shares (or any shares of Common Stock issuable issued upon conversion exercise of the Shares) or any other shares of the Company that may be acquired or controlled by the InvestorWarrants). (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) All corporate action on the part Each of the Company Buyer, Merger Sub (LLC) and its stockholders necessary for Merger Sub (Corp) has all requisite power and authority to execute and deliver each Transaction Document to which it is or will be a party and to consummate the authorizationContemplated Transactions including, executionas applicable, and delivery of this Agreement and the Registration Rights Agreement by the Company, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, ) and delivery of (i) the Shares being sold hereunder (Buyer Common Stock and the shares of Buyer Series A Preferred Stock being issued hereunder and (ii) the Buyer Common Stock issuable in respect upon conversion of dividends thereon from time to time the Buyer Series A Preferred Stock in accordance with the terms of the Series A Certificate of Designations. The execution and delivery by each of Buyer, Merger Sub (LLC) and Merger Sub (Corp) of each Transaction Document to which it is or will be a party and the Common Stock issuable upon conversion consummation of the Shares Contemplated Transactions has been takenduly and validly authorized and approved by the Board of Directors or Manager of the Buyer, Merger Sub (LLC) or Merger Sub (Corp), as applicable, and this Agreement the sole member or sole shareholder of Merger Sub (LLC) or Merger Sub (Corp), as applicable, and no other proceeding, consent or authorization on the Registration Rights Agreementpart of the Buyer, when Merger Sub (LLC) or Merger Sub (Corp) is necessary to authorize any Transaction Document to which it is or will be a party or the Contemplated Transactions. Each Transaction Document to which each of the Buyer, Merger Sub (LLC) or Merger Sub (Corp) is or will be a party, has been or will be duly and validly executed and delivered by the CompanyBuyer, assuming due authorizationMerger Sub (LLC) or Merger Sub (Corp), execution and delivery by the Investorconstitutes, constitutes and or will constitute constitute, a legal, valid and legally binding obligations obligation of the CompanyBuyer, Merger Sub (LLC) or Merger Sub (Corp), enforceable against the Buyer or Merger Sub (LLC) or Merger Sub (Corp) in accordance with their respective terms, subject to: (i) laws limiting to the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereofof this Agreement, (x) the Company’s Board of Directors (of the “Board”) Buyer has unanimously duly adopted resolutions (i) evidencing its determination determination, that as of the date of this Agreement, this Agreement and the transactions contemplated hereby by this Agreement are fair to and in the best interests of the Company Buyer and its stockholders, and (ii) authorizing approving the Transaction Committee Documents and the transactions contemplated by the Transaction Documents, (iii) declaring this Agreement and the “Committee”) to take issuance and sale of the following actionsBuyer Common Stock and Buyer Series A Convertible Preferred Stock advisable, and (iv) adopting the Committee Series A Certificate of Designations; (x) the Manager of Merger Sub (LLC) has duly adopted resolutions taking the following taken all necessary limited liability company actions on behalf of the Board: (A) approving to approve this Agreement, the Registration Rights Agreement Second Merger and the other transactions contemplated hereby and therebyby this Agreement, and (By) adopting the Certificate Board of Designations; and, as Directors of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, Merger Sub (Corp) has taken all necessary action corporate actions to approve this Agreement, the Investor becoming an “interested stockholder,” such that as a result of Mergers and the other transactions contemplated herebyby this Agreement, including and (z) the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each caseBuyer, as such term is used in Section 203 the sole member of the Delaware General Corporation Law Merger Sub (the “DGCL”)LLC) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to sole shareholder of Merger Sub (Corp), has approved the Investor. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the InvestorMergers. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company Company, its officers, directors, and its stockholders shareholders necessary for the authorization, execution, and delivery of this Agreement and First Amendment, the Registration Rights Agreement by filing of the CompanyAmended Designations, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery authorization of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of the Shares has been taken, and the Securities Purchase Agreement, as amended by this Agreement and the Registration Rights AgreementFirst Amendment, when executed and delivered by the Companydelivered, assuming due authorization, execution and delivery of this First Amendment by the InvestorInvestors, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting to the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereof, the Company’s Board of Directors (the “Board”) has duly adopted resolutions (i) evidencing its determination that as of the date hereof this First Amendment and the transactions contemplated hereby are fair to and in the best interests of the Company and its stockholdersshareholders, and (ii) authorizing the Transaction Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Board: (A) approving this Agreement, the Registration Rights Agreement First Amendment and the transactions contemplated hereby and therebyhereby, (iii) declaring this First Amendment advisable and (Biv) adopting the Certificate Amended Designations and directing that the Amended Designations be submitted to the holders of Designations; Series A Preferred Stock for approval, and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, Company has taken all actions necessary action or appropriate to approve ensure that the Investor becoming an “interested stockholder,” such that restrictions on business combinations contained in Article 13.03.A of the Texas Business Corporation Act and Section 21.606 of the Texas Business Organizations Code will not apply with respect to or as a result of this First Amendment, the Amended Designations and the transactions contemplated herebyhereby and thereby, including the issuance of shares of Common Stock upon conversion of the Shares, without any further action on the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 part of the Delaware General Corporation Law (shareholders or the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCLBoard. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided to the InvestorInvestors. Other than the provisions set forth in the Certificate of Designations, no No provision of the Amended and Restated Certificate Articles of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor Investors to vote, or otherwise to exercise the rights of a stockholder shareholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company that may be acquired or controlled by the InvestorInvestors. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.

Authorization; Enforceable Agreement. (a) All corporate action on the part of the Company and its stockholders necessary for the authorization, execution, and delivery of this Agreement and the Registration Rights Agreement by the Company, the performance of all obligations of the Company hereunder and thereunderhereunder, and the authorization, issuance (or reservation for issuance), sale, and delivery of the Shares being sold hereunder (and the shares of Series A Preferred Stock issuable in respect of dividends thereon from time to time in accordance with the terms of the Certificate of Designations) and the Common Stock issuable upon conversion of the Shares has been takenhereunder, and this Agreement and the Registration Rights Agreement, when executed and delivered by the Company, assuming due authorization, execution and delivery by the each Investor, constitutes and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to: (i) laws limiting the availability of specific performance, injunctive relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally; and (iii) limitations on the enforceability of the indemnification provisions contained in the Registration Rights Agreement generally (the “Enforceability Exceptions”). The sale of the Shares is not, and the subsequent conversion of the Shares into Common Stock will not be, subject to any preemptive rights or rights of first offer. (b) On or prior to the date hereof, the Company’s Board of Directors of the Company (the “Board”) has (i) duly adopted resolutions (i) evidencing its determination that the transactions contemplated hereby are in the best interests of the Company and its stockholders, and (ii) authorizing the Transaction Audit Committee (the “Committee”) to take the following actions, and the Committee has duly adopted resolutions taking the following actions on behalf of the Boardactions: (A) approving this Agreement, the Registration Rights Agreement and the transactions contemplated hereby hereby, and therebyadopting the Certificate of Designations, and (B) recommending that the Board approve the same actions based upon the recommendation of the Committee; and (ii) based upon the recommendation of the Committee, the Board has duly adopted resolutions (A) approving this Agreement and the transactions contemplated hereby, and adopting the Certificate of Designations, and (B) authorizing the Company and its officers to take such actions as are necessary to effectuate such resolutions; and, as of the date hereof, such resolutions have not been rescinded, modified or withdrawn in any way. The Committee, as authorized by the Board, has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that as a result of the transactions contemplated hereby, including the issuance of shares of Common Stock upon conversion of the Shares, the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case, as such term is used in Section 203 of the Delaware General Corporation Law (the “DGCL”)) without obtaining any stockholder vote otherwise required by Section 203 of the DGCL. True and complete copies of all resolutions of the Board and the Committee reflecting such actions have been previously provided made available to the InvestorInvestors upon their request. Other than the provisions set forth in the Certificate of Designations, no provision of the Amended and Restated Company’s Certificate of Incorporation or the Amended and Restated Bylaws of the Company would, directly or indirectly, restrict or impair the ability of the Investor Investors to vote, or otherwise to exercise the rights of a stockholder with respect to, the Shares (or any shares of Common Stock issuable upon conversion of the Shares) or any other shares of the Company Shares that may be acquired or controlled by the each Investor. (c) The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s Knowledge, any other Law.