Common use of Equity Interests Clause in Contracts

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum), and each legal and beneficial holder thereof as of the Seventh Amendment Effective Date, are as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties. Except as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants).

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party Borrower (other than QuantumVMC), and each legal and beneficial holder thereof as (other than the beneficial holders of the Seventh Amendment Effective DateEquity Interests of VMC), are as set forth on Schedule 5.21 5.24(a) hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party Borrower have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance in all material respects with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, 5.24(b) or as such Schedule may otherwise disclosed on the reports required to be updated from time to time in accordance filed by VMC with the terms hereofSEC pursuant to the Exchange Act, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party Borrower or any of the shareholders of any Loan Party Borrower is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan PartiesBorrowers. Except as set forth on Schedule 5.21 hereto, 5.24(c) or as such Schedule may otherwise disclosed on the reports required to be updated from time to time in accordance filed by VMC with the terms hereofSEC pursuant to the Exchange Act, no Loan Party has Borrowers have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants)shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum)Borrower and its Subsidiaries, and each legal and beneficial holder thereof as of the Seventh Amendment Effective Closing Date, are as set forth on Schedule 5.21 5.24(a) hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party Borrower and its Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof5.24(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party Borrower or its Subsidiaries or any of the shareholders of any Loan Party Borrower or its Subsidiaries is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan PartiesBorrowers and its Subsidiaries. Except as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof5.24(c), no Loan Party Borrower or any if its Subsidiaries has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants)shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party Borrower (other than Quantum)Borrowing Agent) and each Guarantor, and each legal and beneficial holder thereof as of the Seventh Amendment Effective Closing Date, are as set forth on Schedule 5.21 5.23(a) hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party Borrower (other than Borrowing Agent) and each Guarantor have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal federal, state, territorial and state provincial laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof5.23(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or Borrower, any Guarantor, or, to the reasonable knowledge of Borrowers and Guarantors, any of the shareholders of any Loan Party of the foregoing is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan PartiesBorrowers or Guarantors. Except as set forth on Schedule 5.21 hereto5.23(c), as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has Borrowers and Guarantors have not issued any securities convertible into or exchangeable for shares of its their Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants)shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party and each issuer of Pledged Equity Interest Collateral (other than Quantumcollectively, the “Disclosure Parties”), and each legal and beneficial holder thereof as of the Seventh Amendment Effective Closing Date, are as set forth on Schedule 5.21 hereto, 5.22(a) hereto (as such Schedule may be updated from time to time in accordance with the terms hereofthis Agreement). All of the Equity Interests of each Loan Disclosure Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, 5.22(b) (as such Schedule may be updated from time to time in accordance with the terms hereofthis Agreement), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Disclosure Party or any of the shareholders of any Loan Disclosure Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Disclosure Parties. Except as set forth on Schedule 5.21 hereto, 5.22(c) (as such Schedule may be updated from time to time in accordance with the terms hereofthis Agreement), no Loan Party has Disclosure Parties have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants)shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum)Borrower and its Subsidiaries, and each legal and beneficial holder thereof as of the Seventh ClosingSecond Amendment Effective Date, are as set forth on Schedule 5.21 5.24(a) hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party Borrower and its Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof5.24(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party Borrower or its Subsidiaries or any of the shareholders of any Loan Party Borrower or its Subsidiaries is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan PartiesBorrowers and its Subsidiaries. Except as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof5.24(c), no Loan Party Borrower or any if its Subsidiaries has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants).shares. [PHI Group] Revolving Credit, Term Loan and Security Agreement

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than QuantumHoldings), and each legal and beneficial holder thereof as of the Seventh Second Amendment Effective Date, are as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and ​ ​ non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state and provincial laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties. Except as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has Parties have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants).shares. ​

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than QuantumHoldings), and each legal and beneficial holder thereof as of the Seventh Second Amendment Effective Date, are as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state and provincial laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties. Except as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has Parties have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants)shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum), and each legal and beneficial holder thereof as of the Seventh ClosingFourth Amendment Effective Date, are as set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties. Except as set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants).

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party Borrower (other than Quantum)Borrowing Agent) and each Guarantor, and each legal and beneficial holder thereof as of the Seventh ClosingThird Amendment Effective Date, are as set forth on Schedule 5.21 5.23(a) hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party Borrower (other than Borrowing Agent) and each Guarantor have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal federal, state, territorial and state provincial laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof5.23(b), there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or Borrower, any Guarantor, or, to the reasonable knowledge of Borrowers and Guarantors, any of the shareholders of any Loan Party of the foregoing is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan PartiesBorrowers or Guarantors. Except as set forth on Schedule 5.21 hereto5.23(c), as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has Borrowers and Guarantors have not issued any securities convertible into or exchangeable for shares of its their Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants)shares.

Equity Interests. The As of the Closing Date, the authorized and outstanding Equity Interests of each Loan Party (other than Quantum), the Parent Guarantor and each legal and beneficial holder thereof as of the Seventh Amendment Effective Date, its Restricted Subsidiaries are as set forth on Schedule 5.21 7.24 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of the Parent Guarantor and each Loan Party of its Restricted Subsidiaries have been duly and validly authorized and issued and issued, are fully paid and non-assessable and have been sold and delivered to the holders hereof thereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except As of the Closing Date, except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof7.24, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party, or any of the holders of the Equity Interests issued by any Loan Party or any of the shareholders of any Loan Party its Restricted Subsidiaries, is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan PartiesParties and any of their respective Restricted Subsidiaries. Except as set forth on Schedule 5.21 hereto7.24, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has Parties and any of their respective Restricted Subsidiaries have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants)shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum), and each legal and beneficial holder thereof as of the Seventh FifteenthSixteenth Amendment Effective Date, are as set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan PartiesParties (other than the Warrants and the Dialectic Convertible Notes). ). Except as set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the WarrantsWarrants and the Dialectic Convertible Notes).

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum), and each legal and beneficial holder thereof as of the Seventh FourthTenth Amendment Effective Date, are as set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties. Except as set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants).

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum)Borrower and each Guarantor, and each legal and beneficial holder thereof thereof, in each case as of the Seventh Amendment Effective Closing Date, are as set forth on Schedule 5.21 5.24(a) hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party Borrower and each Guarantor have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof thereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto5.24(b) and as set forth in the Organizational Documents of Borrowers and Guarantors, as such Schedule may be updated from time after giving effect to time in accordance with the terms hereofTransactions, there are no subscriptions, warrants, options, calls, commitments, rights or agreement agreements by which any Loan Party Borrower, any Guarantor, or any of the shareholders of any Loan Party of the foregoing is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of Borrowers or Guarantors as of the Loan PartiesClosing Date. Except as set forth on Schedule 5.21 hereto5.24(c), as such Schedule may be updated from time Borrowers and Guarantors have not, after giving effect to time in accordance with the terms hereofTransactions, no Loan Party has issued any securities convertible into or exchangeable for shares of its their Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than as of the Warrants)Closing Date.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum)Party, and each legal and beneficial holder thereof as of the Seventh <Closing>Fourth Amendment Effective Date, are as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties. Except as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, no the Loan Party has Parties have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants)shares.

Equity Interests. The With respect to each Credit Party that is a Subsidiary of Parent, (a) the authorized and outstanding Equity Interests of each Loan Party (other than Quantum), and each legal and beneficial holder thereof as of the Seventh Amendment Effective Date, such Credit Parties are as set forth on Schedule 5.21 5.22 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All (b) all of the Equity Interests of each Loan Party such Credit Parties have been duly and validly authorized and issued and are fully paid and non-assessable (to the extent such concept is applicable under foreign law) and have been sold and delivered to the holders hereof thereof in compliance with, or under valid exemption from, all federal federal, state and state provincial laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except , (c) except for the Organizational Documents and the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, 5.22 there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party such Credit Parties is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan such Credit Parties. Except , and (d) except as set forth on Schedule 5.21 hereto5.22, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has Credit Parties have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants)shares.

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum), and each legal and beneficial holder thereof as of the Seventh Amendment Effective and Restatement Date, are as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties. Except as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants).

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum), and each legal and beneficial holder thereof as of the Seventh Amendment Effective and RestatementEffective Date, are as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties. Except as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants).

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum)Pledged Company, and each legal and beneficial holder thereof as of the Seventh Third Amendment Effective Date, are as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests constituting Collateral of each Loan Party Pledged Company have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party Pledged Company or any of the shareholders of any Loan Party Pledged Company is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan Parties. Except as set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has Pledged Companies have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares shares. (other than k) Section 5.23 of the Warrants).Credit Agreement shall be amended and restated in its entirety as follows:

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum), and each legal and beneficial holder thereof as of the Seventh TenthFifteenth Amendment Effective Date, are as set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party or any of the shareholders of any Loan Party is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan PartiesParties (other than the Warrants and the Dialectic Convertible Notes). Except as set forth on Schedule 5.21 5.18 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the WarrantsWarrants and the Dialectic Convertible Notes).

Equity Interests. The authorized and outstanding Equity Interests of each Loan Party (other than Quantum), Borrower and each legal and beneficial holder thereof as of the Seventh Amendment Effective Date, are Closing Date after giving effect to the Merger Transactions is as set forth on Schedule 5.21 5.22 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof. All of the Equity Interests of each Loan Party Borrower have been duly and validly authorized and issued and are fully paid and non-assessable and have been sold and delivered to the holders hereof thereof in compliance with, or under valid exemption from, all federal and state laws and the rules and regulations of each Governmental Body governing the sale and delivery of securities. Except for the rights and obligations set forth on Schedule 5.21 hereto, as such Schedule may be updated from time to time in accordance with the terms hereof5.22, there are no subscriptions, warrants, options, calls, commitments, rights or agreement by which any Loan Party Borrower or any of the shareholders of any Loan Party Borrower is bound relating to the issuance, transfer, voting or redemption of shares of its Equity Interests or any pre-emptive rights held by any Person with respect to the Equity Interests of the Loan PartiesBorrowers. Except as set forth on Schedule 5.21 hereto5.22, as such Schedule may be updated from time to time in accordance with the terms hereof, no Loan Party has Borrowers have not issued any securities convertible into or exchangeable for shares of its Equity Interests or any options, warrants or other rights to acquire such shares or securities convertible into or exchangeable for such shares (other than the Warrants)shares.