Common use of Compliance with Government Regulations; Qualification under Securities Laws Clause in Contracts

Compliance with Government Regulations; Qualification under Securities Laws. The Company is issuing the Warrants based upon the belief that the issuance and the exercise of the Warrants, and the issuance of the Common Stock upon exercise of the Warrants, are exempt from registration under the Federal securities laws pursuant to Section 1145 of the Bankruptcy Code. The Company covenants that if following a due demand to exercise warrants any shares of Common Stock required to be reserved for purposes of exercise of such Warrants require, under any federal or state law, registration with or approval of any governmental authority before such shares may be issued upon exercise and/or subsequently transferred, and the Holder requesting the exercise of a Warrant provides an opinion of counsel acceptable to the Company to the effect that the exercise of the Warrant and/or the transfer of the underlying Common Stock require registration, then, the Company will, unless the Company has received an opinion of counsel to the effect that such registration is not then required by such laws, use its Commercially Reasonable Efforts to cause such shares to be duly so registered or approved, as the case may be; provided that in no event shall such shares of Common Stock be issued, and the exercise of all such Warrants shall be suspended, for the period from the date of such due demand for exercise until such registration or approval is in effect; provided, further, that the Exercise Period for such Warrants (but only such Warrants) shall be extended one day for each day (or portion thereof) that any such suspension is in effect. The Company shall promptly notify the Warrant Agent of any such suspension, and the Warrant Agent shall have no duty, responsibility or liability in respect of any shares of Common Stock issued or delivered prior to its receipt of such notice. The Company shall promptly notify the Warrant Agent of the termination of any such suspension, and such notice shall set forth the number of days that the Exercise Period with respect to such Warrants shall be extended as a result of such suspension.

Compliance with Government Regulations; Qualification under Securities Laws. The Company is issuing the Warrants based upon the belief that the issuance and the exercise of the Warrants, and the issuance of the Common Stock Warrant Shares upon exercise of the Warrants, are exempt from registration under the Federal securities laws pursuant to Section 1145 of the Bankruptcy Code. The Company covenants that if if, following a due demand to exercise warrants Warrants, any shares of Common Stock Warrant Shares required to be reserved for purposes of exercise of such Warrants require, under any federal or state law, registration with or approval of any governmental authority before such shares may be issued upon exercise and/or subsequently transferredexercise, and the Holder requesting the exercise of a Warrant provides an opinion of counsel acceptable to the Company to the effect that the exercise of the Warrant and/or the transfer of the underlying Common Stock require requires registration, then, then the Company will, unless the Company has received an opinion of counsel to the effect that such registration is not then required by such laws, use its Commercially Reasonable Efforts to cause such shares to be duly so registered or approved, as the case may be; provided that in no event shall such shares of Common Stock Warrant Shares be issued, and the exercise of all such Warrants shall be suspended, for the period from the date of such due demand for exercise until such registration or approval is in effect; provided, further, that the Exercise Period for such Warrants (but only such Warrants) shall be extended one day for each day (or portion thereof) that any such suspension is in effect. The Company shall promptly notify the Warrant Agent of any such suspension, and the Warrant Agent shall have no duty, responsibility or liability in respect of any shares of Common Stock Warrant Shares issued or delivered prior to its receipt of such notice. The Company shall promptly notify the Warrant Agent of the termination of any such suspension, and such notice shall set forth the number of days that the Exercise Period with respect to such Warrants shall be extended as a result of such suspension.

Compliance with Government Regulations; Qualification under Securities Laws. The Company is issuing the Warrants based upon the belief that the issuance and the exercise of the Warrants, and the issuance of the Common Stock upon exercise of the Warrants, are exempt from registration under the Federal securities laws pursuant to Section 1145 of the Bankruptcy Code. The Company covenants that if following a due demand to exercise warrants any shares of Common Stock required to be reserved for purposes of exercise of such Warrants require, under any federal or state law, registration with or approval of any governmental authority before such shares may be issued upon exercise and/or subsequently transferred, and the Holder requesting the exercise of a Warrant provides an opinion of counsel acceptable to the Company to the effect that the exercise of the Warrant and/or the transfer of the underlying Common Stock require registration, then, the Company will, unless the Company has received an opinion of counsel to the effect that such registration is not then required by such laws, use its Commercially Reasonable Efforts to cause such shares to be duly so registered or approved, as the case may be; provided PROVIDED that in no event shall such shares of Common Stock be issued, and the exercise of all such Warrants shall be suspended, for the period from the date of such due demand for exercise until such registration or approval is in effect; providedPROVIDED, furtherFURTHER, that the Exercise Period for such Warrants (but only such Warrants) shall be extended one day for each day (or portion thereof) that any such suspension is in effect. The Company shall promptly notify the Warrant Agent of any such suspension, and the Warrant Agent shall have no duty, responsibility or liability in respect of any shares of Common Stock issued or delivered prior to its receipt of such notice. The Company shall promptly notify the Warrant Agent of the termination of any such suspension, and such notice shall set forth the number of days that the Exercise Period with respect to such Warrants shall be extended as a result of such suspension.