Common use of Form and Execution of Subscription Certificates Clause in Contracts

Form and Execution of Subscription Certificates. A. Each Subscription Certificate shall be irrevocable and non-transferable as set forth in the section of the Prospectus entitled “The Offer.” The Agent shall maintain a register of Subscription Certificates and the Record Date Stockholders and create a special account for the issuance of shares of Common Stock to Record Date Stockholders who have exercised the Rights. B. Prior to the issuance of Common Stock as set forth herein, the Company shall provide an opinion of counsel to set up reserve of shares of Common Stock. The opinion shall state that all shares of Common Stock are: (1) Registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all appropriate state securities law filings have been made with respect to the shares; and (2) Validly issued, fully paid and non assessable.

Form and Execution of Subscription Certificates. A. Each Subscription Certificate shall be irrevocable and non-transferable as upon the terms and conditions set forth in the section of the Prospectus entitled “The Offer.” The Agent shall maintain a register of Subscription Certificates and the Record Date Stockholders Rights Holders of record thereof and create a special account for the issuance of shares of Common Stock to Record Date Stockholders shareholders who have exercised the Rights. B. Prior to the issuance of Common Stock as set forth herein, the Company shall provide an opinion of counsel to set up reserve of shares of Common Stock. The opinion shall state that all shares of Common Stock are: (1) Registered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all appropriate state securities law filings have been made with respect to the shares; and (2) Validly issued, fully paid and non assessable.

Form and Execution of Subscription Certificates. A. (a) Each Subscription Certificate shall be irrevocable and non-transferable as set forth in the section of the Prospectus entitled “The Offer.” The Agent shall maintain a register of Subscription Certificates and the Record Date Stockholders and create a special account for the issuance of shares of Common Stock to Record Date Stockholders who have exercised the Rights. B. . (b) Prior to the issuance of Common Stock as set forth herein, the Company shall provide an opinion of counsel to set up reserve of shares of Common Stock. The opinion shall state that all shares of Common Stock are: : (1i) Registeredregistered, or subject to a valid exemption from registration, under the Securities Act of 1933, as amended, and all appropriate state securities law filings have been made with respect to the shares; and and (2ii) Validly validly issued, fully paid and non assessablenonassessable.