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ent as set forth below. 3.1 Organization and Standing; Corporate Power. The Company is a corporation duly organized and existing under the laws of the State of California and is in good standing under such laws. The Company has the requisite corporate power and authority to own and operate its properties and assets,
any shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Initial Closing. (b) Legal Investment. On the Initial Closing Date, the sale and issuance of the Shares and the proposed issuance of the Conversion Shares shall be legally permitted by
pursuant to the Transfer Restrictions. The Company has been duly organized and is a validly existing corporation in good standing under the laws of the State of California and all corporate actions necessary to authorize the transactions contemplated by this Agreement have been duly taken. The officer(s) executing and
the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing. (b) Legal Investment. On the Closing Date, the sale and issuance of the Shares shall be legally permitted by all laws and regulations to which Purchasers and the Compan
o the purchases contemplated hereby). The Company has been duly organized and is a validly existing corporation in good standing under the laws of the State of California and all corporate actions necessary to authorize the transactions contemplated by this Agreement have been duly taken. f Is the company required to
ll obligations and conditions herein required to be performed or observed by it on or prior to the Closing. 5. 1272863 v2iSF EFTA00586011 (b) Legal Investment. On the Closing Date, the sale and issuance of the Shares shall be legally permitted by all laws and regulations to which Purchasers and the Compan
o the purchases contemplated hereby). The Company has been duly organized and is a validly existing corporation in good standing under the laws of the State of California and all corporate actions necessary to authorize the transactions contemplated by this Agreement have been duly taken. f Is the company required to
ll obligations and conditions herein required to be performed or observed by it on or prior to the Closing. 5. 1272863 v2iSF EFTA00585996 (b) Legal Investment. On the Closing Date, the sale and issuance of the Shares shall be legally permitted by all laws and regulations to which Purchasers and the Compan
Entities connected to both the State of California and Legal Investment

Samantha Power
PERSON
the Board of Directors
ORGANIZATIONALIPHCOM
ORGANIZATIONthe County of San Francisco
LOCATIONRepresentations and Warranties True
ORGANIZATIONRequisite Power and Authority
ORGANIZATIONOwn Account
ORGANIZATIONCalifornia Corporate Securities Law
ORGANIZATIONCooley LLP
ORGANIZATIONthe Transfer Restrictions
ORGANIZATIONNo Broker-Dealer
ORGANIZATIONCalifornia Street
ORGANIZATIONdaly-August
ORGANIZATION