Common use of Capitalization of the Parent Parties Clause in Contracts

Capitalization of the Parent Parties. (a) Section 4.6(a) of the Parent Disclosure Schedules sets forth, as of the date of this Agreement, the number and class or series (as applicable) of the issued and outstanding Equity Securities of Parent. All outstanding Equity Securities of Parent (except to the extent such concepts are not applicable under the applicable Law of Parent’s jurisdiction of organization, incorporation or formation, as applicable, or other applicable Law) have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Section 4.6(a) of the Parent Disclosure Schedules, such Equity Securities (i) were not issued in violation of the Governing Documents of Parent and (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of Parent) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person. Parent has committed to issuing (i) shares of Parent Series A Preferred Stock and Parent Series A Conversion Shares upon conversion of the Parent Series A Preferred Stock upon the closing of the A.G.P. Conversion, the Parent Loan Conversions, and certain of the Target Loan Conversions, (ii) the Exchange Note, and the Exchange Conversion Shares upon conversion of the Exchange Note upon the closing of the Exchange Financing, (iii) the EPA Shares, the EPA Note and the EPA Conversion Shares upon conversion of the EPA Note upon the closing of the EPA Financing, (iv) the Quantum Note and the Quantum Conversion Shares upon conversion of the Quantum Note upon the closing of the Quantum Financing and (v) the New Bridge Conversion Shares upon conversion of the New Bridge Note. Immediately following the Closing, all of the issued and outstanding Parent Common Stock will (A) be duly authorized, validly issued, fully paid and nonassessable, (B) have been issued in compliance in all material respects with applicable Law and (C) not have been issued in breach or violation of any preemptive rights or Contract to which Parent is a party or bound. 60

Capitalization of the Parent Parties. (a) Section 4.6(a) of the Parent Disclosure Schedules sets forth, as of the date of this Agreement, the number and class or series (as applicable) of the issued and outstanding Equity Securities of Parent. All outstanding Equity Securities of Parent (except to the extent such concepts are not applicable under the applicable Law of Parent’s jurisdiction of organization, incorporation or formation, as applicable, or other applicable Law) have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Section 4.6(a) of the Parent Disclosure Schedules, such Equity Securities (i) were not issued in violation of the Governing Documents of Parent and (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of Parent) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person. Upon the closing of the PIPE Financing, Parent has committed to issuing (i) issue 1,000,000 shares of Parent Series A Preferred Common Stock and Parent Series A Conversion Shares upon conversion of to the Parent Series A Preferred Stock upon the closing of the A.G.P. Conversion, the Parent Loan Conversions, and certain of the Target Loan Conversions, (ii) the Exchange Note, and the Exchange Conversion Shares upon conversion of the Exchange Note upon the closing of the Exchange Financing, (iii) the EPA Shares, the EPA Note and the EPA Conversion Shares upon conversion of the EPA Note upon the closing of the EPA Financing, (iv) the Quantum Note and the Quantum Conversion Shares upon conversion of the Quantum Note upon the closing of the Quantum Financing and (v) the New Bridge Conversion Shares upon conversion of the New Bridge NotePIPE Investors. Immediately following the Closing, all of the issued and outstanding Parent Common Stock will (A) be duly authorized, validly issued, fully paid and nonassessable, (B) have been issued in compliance in all material respects with applicable Law and (C) not have been issued in breach or violation of any preemptive rights or Contract to which Parent is a party or bound. 60.

Capitalization of the Parent Parties. (a) Section 4.6(a) of the Parent Disclosure Schedules sets forth, as of the date of this Agreement, the number and class or series (as applicable) of the issued and outstanding Equity Securities of Parent. All outstanding Equity Securities of Parent (except to the extent such concepts are not applicable under the applicable Law of Parent’s jurisdiction of organization, incorporation or formation, as applicable, or other applicable Law) have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Section 4.6(a) of the Parent Disclosure Schedules, such Equity Securities (i) were not issued in violation of the Governing Documents of Parent and (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of Parent) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person. Parent has committed to issuing (i) shares of Parent Series A Preferred Stock and Parent Series A Conversion Shares upon conversion of the Parent Series A Preferred Stock upon Upon the closing of the A.G.P. ConversionPIPE Financing, Pxxxxx has committed to issue shares of Parent Common Stock to the Parent Loan Conversions, and certain of the Target Loan Conversions, (ii) the Exchange Note, and the Exchange Conversion Shares upon PIPE Investors pursuant to conversion of the Exchange Note upon PIPE Preferred Stock and/or exercise of the PIPE Warrants. Upon the closing of the Exchange Bridge Financing, (iii) Pxxxxx has committed to issue shares of Parent Common Stock to the EPA Shares, the EPA Note and the EPA Conversion Shares upon Bridge Investors pursuant to conversion of the EPA Note upon the closing Bridge Notes and/or exercise of the EPA Financing, (iv) the Quantum Note Bridge Warrants and the Quantum Conversion Shares upon conversion issuance of the Quantum Note upon the closing of the Quantum Financing and (v) the New Bridge Conversion Shares upon conversion of the New Bridge NoteCommitment Shares. Immediately following the Closing, all of the issued and outstanding Parent Common Stock will (A) be duly authorized, validly issued, fully paid and nonassessable, (B) have been issued in compliance in all material respects with applicable Law and (C) not have been issued in breach or violation of any preemptive rights or Contract to which Parent is a party or bound. 60.

Capitalization of the Parent Parties. (a) Section 4.6(a) of the Parent Disclosure Schedules sets forth, as of the date of this Agreement, the number and class or series (as applicable) of the issued and outstanding Equity Securities of Parent. All outstanding Equity Securities of Parent (except to the extent such concepts are not applicable under the applicable Law of Parent’s jurisdiction of organization, incorporation or formation, as applicable, or other applicable Law) have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Section 4.6(a) of the Parent Disclosure Schedules, such Equity Securities (i) were not issued in violation of the Governing Documents of Parent and (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the Governing Documents of Parent) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person. Upon the closing of the PIPE Financing, Parent has committed to issuing (i) issue shares of Parent Series A Preferred Common Stock and Parent Series A Conversion Shares upon to the PIPE Investors pursuant to conversion of the Parent Series A Preferred Stock upon the closing PIPE Notes and/or exercise of the A.G.P. Conversion, the Parent Loan Conversions, and certain of the Target Loan Conversions, (ii) the Exchange Note, and the Exchange Conversion Shares upon conversion of the Exchange Note upon the closing of the Exchange Financing, (iii) the EPA Shares, the EPA Note and the EPA Conversion Shares upon conversion of the EPA Note upon the closing of the EPA Financing, (iv) the Quantum Note and the Quantum Conversion Shares upon conversion of the Quantum Note upon the closing of the Quantum Financing and (v) the New Bridge Conversion Shares upon conversion of the New Bridge NotePIPE Warrants. Immediately following the Closing, all of the issued and outstanding Parent Common Stock will (A) be duly authorized, validly issued, fully paid and nonassessable, (B) have been issued in compliance in all material respects with applicable Law and (C) not have been issued in breach or violation of any preemptive rights or Contract to which Parent is a party or bound. 60