Common use of Regulation D Offering/Legal Opinion Clause in Contracts

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to an 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 the Closing Date, the Company will provide an opinion reasonably acceptable to each Subscriber from the Company’s legal counsel in substantially the form attached hereto as Exhibit D opining on the availability of an exemption from registration under the 1933 Act as it relates to the Offering and issuance of the Securities and other matters reasonably requested by the Subscribers. The Company will provide, at the Company’s expense, to the Subscribers such other legal opinions, if any, as are necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares and Warrant Shares pursuant to an exemption from registration such as Rule 144 under the 1933 Act.

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to an 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 the Closing Date, the Company will provide an opinion reasonably acceptable to each Subscriber from the Company’s legal counsel in substantially the form attached hereto as Exhibit D opining on the availability of an exemption from registration under the 1933 Act as it relates to the Offering offer and issuance of the Securities and other matters reasonably requested by the Subscribers. The Company will provide, at the Company’s expense, to the Subscribers such other legal opinions, if any, as are necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares and Warrant Shares pursuant to an exemption from registration such as Rule 144 under the 1933 Act.

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to an 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 the Closing Date, the Company will provide an opinion opinions reasonably acceptable to each Subscriber the Subscribers in substantially the form annexed hereto as Exhibit F from the Company’s legal counsel in substantially the form attached hereto as Exhibit D opining on the availability of an exemption from registration under the 1933 Act as it relates to the Offering offer and issuance of the Securities and other matters reasonably requested by the Subscribers. The Company will provide, at the Company’s expense, to the Subscribers Subscribers, such other legal opinions, if any, as opinions are reasonably necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares and Warrant Shares Securities pursuant to an exemption from effective registration such as statement, Rule 144 under the 1933 ActAct or an exemption from registration subject to the requirements of Section 11.7(a).

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to an 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 the Closing Date, the Company will provide an opinion reasonably acceptable to each Subscriber the Subscribers from the Company’s 's legal counsel in substantially the form attached annexed hereto as Exhibit D opining on the availability of an exemption from registration under the 1933 Act as it relates to the Offering offer and issuance of the Securities and other matters reasonably requested by the Subscribers. The Company will provide, at the Company’s 's expense, to the Subscribers such other legal opinions, if any, opinions in the future as are reasonably necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares and Warrant Shares Common Stock issuable upon conversion of the Notes pursuant to an exemption from effective registration such as statement, Rule 144 under the 1933 ActAct or an exemption from registration.

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to an 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 the Closing Date, the Company will provide an opinion reasonably acceptable to each Subscriber the Subscribers from the Company’s legal counsel in substantially the form attached hereto as Exhibit D opining on the availability of an exemption from registration under the 1933 Act as it relates to the Offering offer and issuance of the Securities and other matters reasonably requested by the Subscribers. The Company will provide, at the Company’s expense, to the Subscribers Subscribers, such other legal opinions, if any, as are reasonably necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares Common Stock issuable upon exercise of Warrants and Warrant Shares pursuant to an exemption from effective registration such as statement, Rule 144 under the 1933 ActAct or an exemption from registration.

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to an 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 the Closing Date, the Company will provide an opinion opinions reasonably acceptable to each Subscriber the Subscribers in substantially the form annexed hereto as Exhibit E from the Company’s legal counsel in substantially the form attached hereto as Exhibit D opining on the availability of an exemption from registration under the 1933 Act as it relates to the Offering offer and issuance of the Securities and other matters reasonably requested by the Subscribers. The Company will provide, at the Company’s expense, to the Subscribers Subscribers, such other legal opinions, if any, opinions as are reasonably necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares and Warrant Shares Securities pursuant to an exemption from effective registration such as statement, Rule 144 under the 1933 ActAct or an exemption from registration at the time of disposition of the Securities, provided the sale of such Securities qualifies for such exemption or is covered by a Registration Statement.

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to an 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 the Closing Date, the Company will provide an opinion reasonably acceptable to each Subscriber Subscribers from the Company’s legal counsel in substantially the form attached annexed hereto as Exhibit D opining on the availability of an exemption from registration under the 1933 Act as it relates to the Offering offer and issuance of the Securities and other matters reasonably requested by the Subscribers. The Company will provide, at the Company’s expense, to the Subscribers such other legal opinions, if any, opinions in the future as are reasonably necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares Common Stock issuable upon conversion of the Preferred Stock and Warrant Shares exercise of the Warrants pursuant to an exemption from effective registration such as statement, Rule 144 under the 1933 ActAct or an exemption from such registration.

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to an 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 the Closing Date, the Company will provide an opinion reasonably acceptable to each Subscriber such Subscribers from the Company’s legal counsel in substantially the form attached annexed hereto as Exhibit D E opining on the availability of an exemption from registration under the 1933 Act as it relates to the Offering offer and issuance of the Securities and other matters reasonably requested by the Subscribers. The Company will provide, at the Company’s expense, to the Subscribers such other legal opinions, if any, opinions in the future as are reasonably necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares and Warrant Shares Purchased Shares, Common Stock issuable upon conversion of the Notes pursuant to an exemption from effective registration such as statement, Rule 144 under the 1933 ActAct or an exemption from registration.

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to an 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 the Closing Date, the Company will provide an opinion opinions reasonably acceptable to each Subscriber the Subscribers in substantially the form annexed hereto as Exhibit E from the Company’s legal counsel in substantially the form attached hereto as Exhibit D opining on the availability of an exemption from registration under the 1933 Act as it relates to the Offering offer and issuance of the Securities and other matters reasonably requested by the Subscribers. The Company will provide, at the Company’s expense, to the Subscribers Subscribers, such other legal opinions, if any, as opinions are reasonably necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares and Warrant Shares Securities pursuant to an exemption from effective registration such as statement, Rule 144 under the 1933 ActAct or an exemption from registration subject to the requirements of Section 11.7(a).

Regulation D Offering/Legal Opinion. The offer and issuance of the ----------------------------------- Securities to the Subscribers is being made pursuant to an 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 the Closing Date, the Company will provide an opinion reasonably acceptable to each Subscriber such Subscribers from the Company’s 's legal counsel in substantially the form attached annexed hereto as Exhibit D opining on the availability of an exemption from registration under the 1933 Act as it relates to the Offering offer and issuance of the Securities and other matters reasonably requested by the Subscribers. The Company will provide, at the Company’s 's expense, to the Subscribers such other legal opinions, if any, opinions in the future as are reasonably necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares and Warrant Shares Common Stock issuable upon conversion of the Notes pursuant to an exemption from effective registration such as statement, Rule 144 under the 1933 ActAct or an exemption from registration.

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers is being made pursuant to an 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. The New Notes issued pursuant to this agreement tack, for Rule 144 purposes, to the issue date of the Warrants. On the Closing Date, the Company will provide an opinion reasonably acceptable to each Subscriber the Subscribers from the Company’s legal counsel in substantially the form attached hereto as Exhibit D opining on the availability of an exemption from registration under the 1933 Act as it relates to the Offering offer and issuance of the Securities Securities, the tacking of the New Notes to the Warrants and other matters reasonably requested by the Subscribers. A form of the legal opinion is annexed hereto as Exhibit B. The Company will provide, at the Company’s 's expense, to the Subscribers Subscribers, such other legal opinions, if any, as are reasonably necessary in each Subscriber’s Subscribers’ opinion for the issuance and resale of the New Notes and Conversion Shares and Warrant Shares pursuant to an exemption from effective registration such as statement, Rule 144 under the 1933 ActAct or an exemption from registration.