Common use of Securities Duly Authorized Clause in Contracts

Securities Duly Authorized. The issuance of the Debentures and the Warrants pursuant to this Subscription Agreement, the Common Shares issuable upon the conversion of the Debentures or the exercise of the Warrants has been duly and validly authorized by all necessary corporate actions of the Corporation and when issued in accordance with the terms of this Subscription Agreement and the terms of the Debentures and Warrants, such Common Shares will be duly and validly issued, fully paid and non-assessable, free of all Liens and will not be subject to pre- emptive rights, rights of first refusal or other restrictions on transfers. The Corporation has authorized and reserved a sufficient number of Common Shares for issue upon the conversion of the Debentures and the exercise of the Warrants, assuming all twenty-four (24) tranches of Securities are issued in full and all Debentures are converted in full and all Warrants are exercised in full in accordance with their terms.

Securities Duly Authorized. The issuance of the Debentures and the Warrants pursuant to this Subscription Agreement, the Common Shares issuable upon the conversion of the Debentures or the exercise of the Warrants has been duly and validly authorized by all necessary corporate actions of the Corporation and when issued in accordance with the terms of this Subscription Agreement and the terms of the Debentures and Warrants, such Common Shares will be duly and validly issued, fully paid and non-assessable, free of all Liens and will not be subject to pre- emptive rights, rights of first refusal or other restrictions on transfers. The Corporation has authorized and reserved a sufficient number of Common Shares for issue upon the conversion of the Debentures and the exercise of the Warrants, assuming all twenty-four eighteen (2418) tranches of Securities are issued in full and all Debentures are converted in full and all Warrants are exercised in full in accordance with their terms.

Securities Duly Authorized. The issuance of the Debentures and the Warrants pursuant to this Subscription Agreement, the Common Shares issuable upon the conversion of the Debentures or the exercise of the Warrants has been duly and validly authorized by all necessary corporate actions of the Corporation and when issued in accordance with the terms of this Subscription Agreement and the terms of the Debentures and Warrants, such Common Shares will be duly and validly issued, fully paid and non-assessable, free of all Liens and will not be subject to pre- pre-emptive rights, rights of first refusal or other restrictions on transfers. The Corporation has authorized and reserved a sufficient number of Common Shares for issue upon the conversion of the Debentures and the exercise of the Warrants, assuming all twenty-four (24) tranches five facilities of Securities are issued in full and all Debentures are converted in full and all Warrants are exercised in full in accordance with their terms.

Securities Duly Authorized. The issuance of the Debentures and the Warrants pursuant to this Subscription Agreement, the Common Shares issuable upon the conversion of the Debentures or the exercise of the Warrants has been duly and validly authorized by all necessary corporate actions of the Corporation and when issued in accordance with the terms of this Subscription Agreement and the terms of the Debentures and Warrants, such Common Shares will be duly and validly issued, fully paid and non-assessable, free of all Liens and will not be subject to pre- pre-emptive rights, rights of first refusal or other restrictions on transfers. The Corporation has authorized and reserved a sufficient number of Common Shares for issue upon the conversion of the Debentures and the exercise of the Warrants, assuming all twenty-four five (2425) tranches of Securities are issued in full and all Debentures are converted in full and all Warrants are exercised in full in accordance with their terms.

Securities Duly Authorized. The issuance of the Debentures and the Warrants pursuant to this Subscription Agreement, the Common Shares issuable upon the conversion of the Debentures or the exercise of the Warrants has been duly and validly authorized by all necessary corporate actions of the Corporation and when issued in accordance with the terms of this Subscription Agreement and the terms of the Debentures and Warrants, such Common Shares will be duly and validly issued, fully paid and non-assessable, free of all Liens and will not be subject to pre- pre-emptive rights, rights of first refusal or other restrictions on transfers. The Corporation has authorized and reserved a sufficient number of Common Shares for issue upon the conversion of the Debentures and the exercise of the Warrants, assuming all twenty-four twelve (2412) tranches of Securities are issued in full and all Debentures are converted in full and all Warrants are exercised in full in accordance with their terms.