Common use of Issuance of the Securities Clause in Contracts

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities by the Company in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-non- assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action actions on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor thereof in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-non- assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities Shares in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The SecuritiesShares, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor therefore in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale sale, and delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold sold, and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold sold, delivered and delivered against payment therefor paid for in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The SecuritiesShares, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the CompanyPartnership. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessablenon‐assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessableholders of the Securities will have no obligation to make payments or contributions to the Company or its creditors solely by reason of their ownership of the Securities.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, including the shares of Common Stock underlying the Warrants, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription AgreementAgreement or the Warrant, as the case may be, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale sale, and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold sold, and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Purchase Agreement has been duly authorized by all necessary corporate limited liability company action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Purchase Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale sale, and delivery of the Securities in accordance with this Subscription Offering Agreement has have been duly authorized by all necessary corporate action actions on the part of the CompanyIssuer. The Securities, when so issued, sold sold, and delivered against payment therefor thereof in accordance with the provisions of this Subscription Offering Agreement, will be duly and validly issued, fully paid paid, and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities Shares in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The SecuritiesShares, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities Shares and the Warrant in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The SecuritiesShares, and the shares of common stock issuable upon any exercise of the Warrant, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription AgreementAgreement or the Warrant, as applicable, will be duly and validly issued, fully paid and non-assessableassessable shares of preferred stock and common stock, respectively, of the Company.

Issuance of the Securities. The issuance, sale and digital delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action actions on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, including the shares of Common Stock underlying the Warrants (the “Warrant Shares”) when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action actions on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been shall be duly authorized by all necessary corporate company action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will shall be duly and validly issued, fully paid and non-assessablepaid.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor thereof in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessablebinding obligations of the Company.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessableassessable shares of Common Stock of the Company.

Issuance of the Securities. The issuance, sale and digital delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action actions on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid issued and non-assessableoutstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

Issuance of the Securities. The issuance, sale and delivery of the Securities Shares in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The SecuritiesShares, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The SecuritiesLODE Bonds to be issued hereunder, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid issued and non-assessableoutstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. The company will take measures necessary so the conversion of shares will be authorized and issued when required.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issuedissued and outstanding and will constitute valid and legally binding obligations of the Company, fully paid and non-assessableenforceable against the Company in accordance with their terms.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate limited liability company action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Convertible Note Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Convertible Note Subscription Agreement, will be duly and validly issued, fully paid issued and non-assessableoutstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been will be duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-non- assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the selling securityholder and the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly legally and validly issued, fully paid and non-assessableholders of the Securities will have no obligation to make payments or contributions to the Company or its creditors solely by reason of their ownership of the Securities.

Issuance of the Securities. The issuance, sale and delivery of the Securities by the Company in accordance with this Subscription Agreement has been duly authorized by all necessary corporate limited liability company action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Note Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Note Purchase Agreement, will be duly and validly issued, fully paid issued and non-assessableoutstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Purchase Agreement has have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Purchase Agreement, will be duly and validly issued, fully paid issued and non-assessableoutstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-non‐ assessable.