Common use of Incorporation and Authority Clause in Contracts

Incorporation and Authority. The Holder is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. The Holder has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Holder’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. The execution and delivery by the Holder of this Agreement and the RRA Amendment and the consummation by the Holder of the transactions contemplated by this Agreement and the RRA Amendment have been duly authorized by all requisite corporate or other similar organizational action on the part of the Holder. This Agreement has been, and the RRA Amendment will be, duly executed and delivered by the Holder. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and the RRA Amendment will constitute, the legal, valid and binding obligation of the Holder, enforceable against it in accordance with its terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Incorporation and Authority. (1) The Holder Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction the State of organizationDelaware. The Holder Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on its business as it is now being conducted presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Holder’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on have a timely basisCompany Material Adverse Effect. The execution and delivery by the Holder Company of this Agreement, the Series B-2 Certificate of Designations and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement and to be executed by the RRA Amendment Company in connection with the transactions contemplated hereunder (the “Ancillary Documents”) and the consummation by the Holder Company of the transactions contemplated by this Agreement and the RRA Amendment Ancillary Documents have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the HolderCompany. This Agreement has been, and the RRA Amendment Ancillary Documents will be, duly executed and delivered by the HolderCompany. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and the RRA Amendment Ancillary Documents will constitute, the legal, valid and binding obligation obligations of the HolderCompany, enforceable against it in accordance with its their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). True and complete copies of the Second Amended and Restated Certificate of Incorporation of the Company (as amended or modified from time to time prior to the date hereof, the “Certificate of Incorporation”)) and the Amended and Restated Bylaws of the Company (as amended or modified from time to time prior to the date hereof, the “Bylaws”)), each as in effect, have been made available to the Purchaser prior to the date hereof. The Board of Directors of the Company (the “Board of Directors”), at a meeting duly called and held or by written consent, adopted resolutions (y) directing that the Company submit to the holders of Common Stock a proposal (the “Conversion Proposal”) to approve the issuance of shares of Common Stock upon conversion of the Series B-1 Preferred Stock that is issuable upon conversion of the Series B-2 Preferred Stock in excess of the number of shares permitted without obtaining such approval under Nasdaq Rule 5635 and to otherwise approve the removal of the Conversion Restriction (as such term is defined in the Series B-2 Certificate of Designations) at a meeting of the holders of Common Stock in accordance with the terms of this Agreement and (z) recommending that the holders of the Common Stock approve the Conversion Proposal (such recommendation, the “Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn. The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Common Stock (excluding shares of Common Stock issuable upon conversion of the Series B-1 Preferred Stock that is issuable upon conversion of the Shares) voting for the approval of the Conversion Proposal is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries that is required (or necessary to remain in compliance with the rules of Nasdaq) under the rules and regulations of the SEC, the General Corporation Law of the State of Delaware (the “DGCL”) or Nasdaq to approve the transactions contemplated hereby and the consummation thereof, including the conversion of all the shares of Series B-1 Preferred Stock that are issuable upon conversion of the Shares under Nasdaq listing rule 5635 into shares of Class A Common Stock (without giving effect to the Conversion Restriction) (the “Company Stockholder Approval”).

Incorporation and Authority. (1) The Holder Company is duly organized, validly existing and in good standing under the Laws of its jurisdiction the State of organizationDelaware. The Holder Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on its business as it is now being conducted presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the Holder’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on have a timely basisCompany Material Adverse Effect. The execution and delivery by the Holder Company of this Agreement and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the RRA Amendment Company in connection with the transactions contemplated hereunder (the “Ancillary Documents”) and the consummation by the Holder Company of the transactions contemplated by this Agreement and the RRA Amendment Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the HolderCompany. This Agreement has been, been and the RRA Amendment Ancillary Documents will be, be duly executed and delivered by the HolderCompany. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, constitutes and the RRA Amendment Ancillary Documents will constitute, constitute the legal, valid and binding obligation obligations of the HolderCompany, enforceable against it in accordance with its their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). True and complete copies of the Second Amended and Restated Certificate of Incorporation of the Company (as amended or modified from time to time prior to the date hereof, the “Certificate of Incorporation”)) and the Amended and Restated Bylaws of the Company (as amended or modified from time to time prior to the date hereof, the “Bylaws”)), each as in effect, have been made available to the Purchaser prior to the date hereof. The Board of Directors, at a meeting duly called and held or by written consent, adopted resolutions (i) directing that the Company submit to the holders of Common Stock a proposal to approve the removal of the Conversion Restriction (as such term is defined in the Certificate of Designations) at a meeting of the holders of Common Stock in accordance with the terms of this Agreement and (ii) recommending that the holders of the Common Stock approve the removal of the Conversion Restriction (as such term is defined in the Certificate of Designations) (such recommendation, the “Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn. The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Common Stock (excluding the Shares and any Common Stock issued in exchange for the Shares) voting at the stockholders meeting for the removal of the Conversion Restriction (as such term is defined in the Certificate of Designations) is the only vote or approval of the holders of any class or series of capital stock of the Company or any of its Subsidiaries that is required under the rules and regulations of the SEC, the General Corporation Law of the State of Delaware (the “DGCL”) or Nasdaq to approve the transactions contemplated hereby and the consummation thereof, including the conversion of all the Shares under Nasdaq listing rule 5635 (the “Company Stockholder Approval”).

Incorporation and Authority. The Holder Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. The Holder Purchaser has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, and (ii) own, lease and operate its properties and carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to adversely affect the HolderPurchaser’s ability to perform its obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby on a timely basis. The execution and delivery by the Holder Purchaser of this Agreement and the RRA Amendment Ancillary Documents and the consummation by the Holder Purchaser of the transactions contemplated by this Agreement and the RRA Amendment Ancillary Documents have been or will be duly authorized by all requisite corporate or other similar organizational action on the part of the HolderPurchaser. This Agreement has been, been and the RRA Amendment Ancillary Documents will be, be duly executed and delivered by the HolderPurchaser. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, constitutes and the RRA Amendment Ancillary Documents will constitute, constitute the legal, valid and binding obligation of the HolderPurchaser, enforceable against it in accordance with its their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).