Contract analysis

Section 1. Defined Terms and Transaction Documents As used in this opinion letter, the following terms shall have the meanings set forth below: "Note Purchase Agreement" means the Note Purchase Agreement dated as of January 15, 2024, by and among the Company and the Purchasers listed on Schedule 1 thereto, together with all exhibits, schedules, and annexes attached thereto. "Notes" means the Convertible Promissory No

Section 2. Documents Examined and Investigations In rendering the opinions set forth in this letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents, certificates, records, and instruments: (a) the Note Purchase Agreement, including the Schedule of Purchasers (Schedule 1) and the Company Disclosure Schedule attached thereto; (b) the form of Conve

Section 3. Assumptions In rendering the opinions set forth herein, we have assumed the following, without independent investigation or verification: (a) the genuineness of all signatures on documents examined by us (other than signatures of officers, directors, or other authorized representatives of the Company); (b) the authenticity of all documents submitted to us as originals and the conformity to originals of all

Section 4. Opinions Based upon and subject to the foregoing, and subject to the qualifications, limitations, and exceptions set forth in Section 5 below, we are of the opinion that: 4.1 Due Organization, Valid Existence, and Good Standing The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon the Certi

Section 5. Qualifications and Limitations The opinions set forth in Section 4 of this letter are subject to the following qualifications, limitations, and exceptions: 5.1 Enforceability Exceptions The opinion expressed in Section 4.5 above with respect to the enforceability of the Transaction Documents is subject to and limited by: (a) the effect of applicable bankruptcy, insolvency, reorganization, moratorium, recei

Section 6. Other Matters This opinion letter is furnished solely for the benefit of the Purchasers, in their capacity as Purchasers under the Note Purchase Agreement, in connection with the transactions contemplated by the Note Purchase Agreement and the other Transaction Documents. This opinion letter may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent in