Issuance of the New Notes. The New Notes are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Conversion Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of Ordinary Shares for issuance of the Conversion Shares pursuant to this Agreement and the New Notes.
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Sources: Note Exchange Agreement (Color Star Technology Co., Ltd.), Note Exchange Agreement (Color Star Technology Co., Ltd.)