Common use of Opinion Clause in Contracts

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Notes and exercise of the WarrantWarrants.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrants.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s in-house legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counselcounsel in the form of Exhibit C hereto. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and reasonably acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant and the Option.

Opinion. On the Closing Date, the Company will deliver to the Purchaser Purchasers an opinion acceptable to the Purchaser Purchasers from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the any Purchaser (and acceptable to the such Purchaser) in connection with the conversion of the Note Term Notes and exercise of the WarrantWarrants.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Option and the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will use its best efforts to provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Preferred Stock and exercise of the WarrantWarrants.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant and the Option.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Preferred Stock and exercise of the WarrantWarrants.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant and the transfer of the Warrant Shares under applicable securities law.

Opinion. On the Closing Date, the Company will deliver to the ------- Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions counsel in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion form of the Note and exercise of the WarrantExhibit B hereto.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion or opinions acceptable to the Purchaser from the Company's external ’s legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantOption.

Opinion. On the Closing Date, the Company will deliver to the ------- Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions counsel in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion form of the Note and exercise of the Warrant.Exhibit B hereto. ----------

Opinion. On the Closing Date, the Company will deliver to the ------- Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the issuance of Common Stock upon conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Notes and exercise of the WarrantOptions.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion or opinions acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and reasonably acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Preferred Stock and exercise of the WarrantWarrants.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the WarrantNote.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s acceptable legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonable acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser Purchasers and Warrant Holders an opinion acceptable to the Purchaser Purchasers from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary necessary, as the case may be, by the Purchaser Purchasers and Warrant Holders (and acceptable to the PurchaserPurchasers and Warrant Holders) in connection with the conversion of the Note and exercise of the Option and the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser Purchasers an opinion acceptable to the Purchaser Purchasers from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Notes and exercise of the WarrantWarrants.

Opinion. On the Closing Date, the each Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the such Company's external legal counselcounsel in the form of EXHIBIT C hereto. The Each Company will provide, at the each Company's joint and several expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the any Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note Series A Preferred and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company Companies will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's Companies’ external legal counsel. The Company Companies will provide, at the Company's Companies’ expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the ------- Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant and the Parent Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external and Guarantors' legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s in-house legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as as, in the opinion of the Company's securities counsel, are deemed appropriate and permissible, and are reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Preferred Stock and exercise of the WarrantWarrants.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's external legal counselcounsel in substantially the form in Exhibit C hereto. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion or opinions acceptable to the Purchaser from the Company's external ’s legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Convertible Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant and Option.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion as such opinions requested by and acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Preferred Stock and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion issuance of the Note and Common Stock upon exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the WarrantPreferred Stock.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable reasonablyacceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable opinion, subject to the Purchaser Purchaser’s reasonable acceptance, from the Company's ’s in-house or external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion sale of the Note and exercise of the WarrantGrant Shares.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. counsel in the form annexed hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the WarrantNotes.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrants.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and reasonably acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant; provided that the Company and its counsel receive reasonably requested representations from the Purchaser.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser in substantially the form set forth on Exhibit D from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note Note, exercise of the Warrant and exercise of the WarrantOption.

Opinion. On the Closing Date, the Company will deliver to the ------- Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant or Option.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion or opinions acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser Laurus from the Company's external legal counselXxxxxx, Xxxx & Xxxxxxx LLP. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note Notes and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note Series A Preferred and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantOption.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.. 6.15

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion as such opinions requested by and acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Convertible Note and exercise of the Warranteither or both Warrants.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion reasonably acceptable to the Purchaser from the Company's ’s external legal counsel. , containing customary opinions, assumptions and exclusions, and substantially in the form attached hereto as Exhibit C. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant, containing customary opinions, assumptions and exclusions.

Opinion. On the Closing Date, the Company will deliver to the Purchaser (i) an opinion reasonably acceptable to the Purchaser from the Company's ’s external corporate legal counsel. The Company will provide, at the Company's expense, such other legal opinions counsel in the future as are deemed form of Exhibit C hereto and (ii) an opinion reasonably necessary by the Purchaser (and acceptable to the Purchaser) Purchaser from the Company’s external tax counsel addressing issues of withholding tax in connection with the conversion form of the Note and exercise of the WarrantExhibit D hereto.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser Laurus from the Company's external legal counselXxxxxx, Xxxx & Xxxxxxx LLP. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrants.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's ’s external legal counsel. The Company will use reasonable commercial efforts to provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantWarrant and the Option.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable opinion, subject to the Purchaser Purchaser's reasonable acceptance, from the Company's ’s in-house or external legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external ’s legal counsel. The Company will provide, at the Company's ’s expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with for the conversion of the Note Series A Preferred and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counselcounsel with respect to the matters set forth on Exhibit B attached hereto, subject to customary qualifications, assumptions, limitations and exceptions. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the WarrantNote.

Opinion. On the Closing Date, the Company will deliver to ------- the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.

Opinion. On the Closing Date, the Company will deliver to the Purchaser an opinion acceptable to the Purchaser from the Company's external legal counsel. The Company will provide, at the Company's expense, such other legal opinions in the future as are deemed reasonably necessary by the Purchaser (and acceptable to the Purchaser) in connection with the conversion of the Note and exercise of the Warrant.