Common use of Regulation D Offering Clause in Contracts

Regulation D Offering. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On each closing date, the Company will provide an opinion reasonably acceptable to Subscriber from the Company's legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities. The Company will provide, at the Company's expense, such other legal opinions in the future as are reasonably necessary for the conversion of the Notes and exercise of the Warrants and resale of the Shares and Warrant Shares.

Regulation D Offering. The offer and issuance of the Securities to the Subscribers This Offering is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On each closing datethe Closing Date, the Company will provide an opinion reasonably acceptable to Subscriber from the Company's ’s legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities. A form of the legal opinion is annexed hereto as Exhibit C. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are reasonably necessary for the conversion of the Notes and exercise of the Warrants and resale of the Shares and Warrant Shares.

Regulation D Offering. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On each closing date, the Company will provide an opinion reasonably acceptable to Subscriber from the Company's legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities. A form of the legal opinion is annexed hereto as Exhibit C . The Company will provide, at the Company's expense, such other legal opinions in the future as are reasonably necessary for the conversion of the Notes and exercise of the Warrants and resale of the Shares and Warrant Shares.

Regulation D Offering. The offer and issuance of the Securities to the Subscribers This Offering is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On each closing datethe Closing Date, the Company will provide an opinion reasonably acceptable to Subscriber from the Company's legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities. A form of the legal opinion is annexed hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as are reasonably necessary for the conversion of the Notes and exercise of the Warrants and resale of the Shares and Warrant Shares.

Regulation D Offering. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On each closing datethe Closing Date, the Company will provide an opinion reasonably acceptable to Subscriber from the Company's ’s legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the SecuritiesSecurities and other matters reasonably requested by Subscribers. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are reasonably necessary for the conversion of the Notes and exercise of the Warrants issuance and resale of the Shares and Warrant SharesCommon Stock issuable upon exercise of the Warrants.

Regulation D Offering. The offer and issuance of the Securities to the Subscribers This Offering is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On each closing datethe Closing Date, the Company will provide an opinion reasonably acceptable to Subscriber Purchaser from the Company's legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities, exclusive of the issue of integration with prior offerings of the Company. The Company will provide, at the Company's expense, such other legal opinions in the future as are reasonably necessary for the exercise of the Warrants, conversion of the Notes and exercise of the Warrants Debentures and resale of the Shares and Warrant Underlying Shares.

Regulation D Offering. The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On each closing datethe Closing Date, the Company will provide an opinion reasonably acceptable to Subscriber from the Company's ’s legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the SecuritiesSecurities and other matters reasonably requested by Subscribers. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are reasonably necessary for the conversion of the Notes and exercise of the Warrants issuance and resale of the Shares and Warrant SharesCommon Stock issuable upon conversion of the Preferred Stock pursuant to an effective registration statement or Rule 144 under the 1933 Act.

Regulation D Offering. The offer and issuance of the Securities to the Subscribers Subscriber is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On each closing datethe Closing Date, the Company will provide an opinion reasonably acceptable to Subscriber from the Company's legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the SecuritiesSecurities and other matters reasonably requested by Subscriber. The Company will provide, at the Company's expense, such other legal opinions in the future as are reasonably necessary for the issuance and resale of the Common Stock issuable upon conversion of the Notes Preferred Stock and exercise of the Warrants and resale of the Shares and Warrant Sharespursuant to an effective registration statement.