Common use of Issuance of the Securities Clause in Contracts

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The issuance of the Shares is not subject to any preemptive or similar rights to subscribe for or purchase securities. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsAgreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, other than any Liens created by or imposed on the holders thereof through no action of the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement upon conversion of the Notes and exercise of the Warrants.

Issuance of the Securities. The Securities (including the Underlying Shares) are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens and shall not be subject to preemptive rights or similar rights of shareholders. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement upon exercise of the Additional Investment Rights and the Warrants.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, and the Company will deliver the Securities free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum number of an amount shares of Common Stock issuable pursuant to this Agreement and the exercise of the Warrants.

Issuance of the Securities. The All of the Transaction Securities are have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum such number of shares of Common Stock issuable pursuant so as to this Agreement permit the issuance of the Shares, the Warrant Shares and the WarrantsAgent Shares.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The issuance of the Shares is not subject to any preemptive or similar rights to subscribe for or purchase securities. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsAgreement.

Issuance of the Securities. The Securities are upon issuance to the Purchaser will be duly authorized and, when issued and paid for in accordance with this Investment Agreement and the Transaction DocumentsAncillary Agreements, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensliens. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock its common stock issuable pursuant to this Agreement and upon the Warrantsconversion of the Note.

Issuance of the Securities. The Securities Shares are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and Agreement, as of the Warrantsdate hereof.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the Transaction DocumentsDocuments (as defined below), will be duly and validly issued, fully paid and nonassessable, free and clear of all Liensliens. The Company has reserved from its duly authorized capital stock the maximum a number of shares of Common Stock issuable for issuance upon conversion of the Notes and upon exercise of the Warrants not less than the amount of Registrable Securities (as defined in the Registration Rights Agreement) being offered pursuant to this Agreement and the WarrantsTransaction Documents.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all LiensLiens other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsWarrants in order to issue the Shares and the Warrant Shares.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, except for such restrictions on transfer or ownership imposed by applicable federal or state securities laws or applicable gaming laws. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsAgreement.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants being issued at such Closing or at any prior Closing in order to issue the full number of Warrant Shares as are or may become issuable in accordance with such Warrants.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, except for such restrictions on transfer or ownership imposed by applicable federal or state securities laws. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the WarrantsAgreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement Agreement, the Certificate of Designation and the Warrants.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens, except for those restrictions on the Securities specified in the Transaction Documents. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants in order to issue the full number of Warrant Shares as are or may become issuable in accordance with the Warrants.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, and the Shares will be fully paid and nonassessable, free and clear of all Liens. The issuance of the Securities is not subject to any preemptive or similar rights to subscribe for or purchase securities. The Company has reserved from its duly authorized capital stock all of the maximum number of shares of Common Stock Shares issuable pursuant to this Agreement and the WarrantsAgreement.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documentsterms hereof and the Warrants, will be shall have been duly and validly issued, fully paid and nonassessable, free and clear of all Liensliens, encumbrances and rights of first refusal of any kind (collectively, "LIENS"). The Company has reserved from its a sufficient number of duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement issue all of the Shares and for issuance upon exercise in full of the Warrants.. Prior to

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum a number of shares of Common Stock issuable pursuant upon conversion of the Notes and upon exercise of the Warrants to this Agreement and be issued at the WarrantsClosing, which number of reserved shares is not less than the Required Minimum calculated as of the date hereof.

Issuance of the Securities. The Securities are have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum a number of shares of Common Stock issuable pursuant to this Agreement for issuance upon conversion of the Notes and upon exercise of the WarrantsWarrants not less than the Required Minimum calculated as of the date hereof.

Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessablenon-assessable, free and clear of all Liens. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants.all