(a) The up to 18,000 shares of Preferred Stock issuable upon exercise of the Warrants in accordance with the Agreement have been duly authorized and, when issued in accordance with the Articles of Incorporation of the Company, will be validly issued, fully paid and non-assessable.




(b) The initial 90,000,000 shares of Class A common stock issuable upon conversion of the Preferred Stock in accordance with the Agreement have been duly authorized and, when issued in accordance with the Articles of Incorporation of the Company, will be validly issued, fully paid and non-assessable.




(c) Provided that (i) the Company’s Board of Directors or an authorized committee thereof has specifically authorized the issuance of such Securities in exchange for a consideration that the Board of Directors or such committee determines as adequate (“Authorizing Resolutions”), (ii) the offer and sale of the Securities and the issuance and delivery thereof are in conformity with the Company’s Articles of Incorporation and bylaws, and do not violate any applicable law, or result in a default under or breach of any agreement or instrument binding on the Company or a violation of any restriction imposed by any court or governmental body having jurisdiction over the Company, and (iii) the Company has received the consideration provided for in the applicable Authorizing Resolutions, when sold and issued by the Company to the Purchasers in accordance with the terms of the Purchase Agreement, the Securities will be validly issued, fully paid and non-assessable.