Common use of Limitation on Company’s Obligation to Deliver Opinions of Counsel and Accountants’ Letters Clause in Contracts

Limitation on Company’s Obligation to Deliver Opinions of Counsel and Accountants’ Letters. Notwithstanding the above, after the first Put, the Company shall not be required to include the 10b-5 paragraph in the Registration Opinion and shall not be required to deliver a Bring Down Cold Comfort Letter (collectively, the “Professional Opinions”) to the Investor with respect to each subsequent Put unless, at the time of the Put Notice for such subsequent Put, either (A) the sum of (i) the aggregate Purchase Price of the Put Shares that have been sold by the Company since the last date that such Professional Opinions were delivered to the Investor plus (ii) the Company Designated Maximum Put Dollar Amount for the then current Put Notice, exceeds $500,000 or (B) six (6) months or more have passed since the last date that such Professional Opinions were delivered to the Investor.

Limitation on Company’s Obligation to Deliver Opinions of Counsel and Accountants’ Letters. Notwithstanding the above, after the first Put, the Company shall not be required to include the 10b-5 paragraph in the Registration Opinion and shall not be required to deliver a Bring Down Cold Comfort Letter (collectively, the “Professional Opinions”) to the Investor with respect to each subsequent Put unless, at the time of the Put Notice for such subsequent Put, either (A) the sum of (i) the aggregate Purchase Price of the Put Shares that have been sold by the Company since the last date that such Professional Opinions were delivered to the Investor plus (ii) the Company Designated Maximum Put Dollar Amount for the then current Put Notice, exceeds $500,000 700,000 or (B) six (6) months or more have passed since the last date that such Professional Opinions were delivered to the Investor.

Limitation on Company’s Obligation to Deliver Opinions of Counsel and Accountants’ Letters. Notwithstanding the above, after delivery of the Professional Opinions for the first Put, the Company shall not be required to include the 10b-5 paragraph in the deliver a Put Opinion, a Registration Opinion and shall not be required to deliver Opinion, or a Bring Down Cold Comfort Letter (collectively, the “Professional Opinions”) to the Investor with respect to each subsequent Put Puts unless, at the time of the Put Notice for such subsequent Put, either (A) the sum of (i) the aggregate Purchase Price of the Put Shares that have been sold by the Company since the last date that such Professional Opinions were delivered to the Investor plus (ii) the Company Designated Maximum Put Dollar Amount for the then current Put Notice, exceeds $500,000 or (B) six (6) months or more have passed since the last date that such Professional Opinions were delivered to the Investor.

Limitation on Company’s Obligation to Deliver Opinions of Counsel and Accountants’ Letters. Notwithstanding the above, after the first Put, the Company shall not be required to include the 10b-5 paragraph in the Registration Opinion and shall not be required to deliver a Bring Down Cold Comfort Letter (collectively, the “Professional Opinions”) to the Investor with respect to each subsequent Put Puts unless, at the time of the Put Notice for such subsequent Put, either (A) the sum of (i) the aggregate Purchase Price of the Put Shares that have been sold by the Company since the last date that such Professional Opinions were delivered to the Investor plus (ii) the Company Designated Maximum Put Dollar Amount for the then current Put Notice, exceeds $500,000 or (B) six (6) months or more have passed since the last date that such Professional Opinions were delivered to the Investor.

Limitation on Company’s Obligation to Deliver Opinions of Counsel and Accountants’ Letters. Notwithstanding the above, after the first Put, the Company shall not be required to include the 10b-5 paragraph in the Registration Opinion and shall not be required to deliver a Bring Down Cold Comfort Letter (collectively, the “Professional Opinions”) to the Investor with respect to each subsequent Put unless, at the time of the Put Notice for such subsequent Put, either (A) the sum of (i) the aggregate Purchase Price of the Put Shares that have been sold by the Company since the last date that such Professional Opinions were delivered to the Investor plus (ii) the Company Designated Maximum Put Dollar Amount for the then current Put Notice, exceeds $500,000 or (B) six (6) months or more have passed since the last date that such Professional Opinions were delivered to the Investor.. 23 2.3.9

Limitation on Company’s Obligation to Deliver Opinions of Counsel and Accountants’ Letters. Notwithstanding the above, after the first Put, the Company shall not be required to include the 10b-5 paragraph in the Registration Opinion and shall not be required to deliver a Bring Down Cold Comfort Letter (collectively, the “Professional Opinions”) to the Investor with respect to each subsequent Put Puts unless, at the time of the Put Notice for such subsequent Put, either (A) the sum of (i) the aggregate Purchase Price of the Put Shares that have been sold by the Company since the last date that such Professional Opinions were delivered to the Investor plus (ii) the Company Designated Maximum Put Dollar Amount for the then current Put Notice, exceeds $500,000 or (B) six nine (69) months or more have passed since the last date that such Professional Opinions were delivered to the Investor.