Common use of Offering Exemption Clause in Contracts

Offering Exemption. Assuming the truth and accuracy of such Purchaser's representations and warranties contained in Section 4, the offer and sale of the Warrants as contemplated hereby and the issuance and delivery to such Purchaser of the Warrants and the shares of Common Stock issuable upon the conversion of the Warrants are exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities and "blue sky" laws, as currently in effect.

Offering Exemption. Assuming the approval of the Shareholder Proposals and the truth and accuracy of such Purchaser's the representations and warranties of Purchaser contained in Section 4Sections 4.2, 4.3, 4.4 and 4.5, the offer offer, sale and sale issuance of the Warrants as contemplated hereby Securities to Purchaser are, and the offer, sale and issuance and delivery to such Purchaser of the Warrants and the shares of Common Stock issuable Warrant Shares to Purchaser upon the conversion exercise of the Purchaser Warrants are will be, exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and under any applicable state securities and "blue sky" laws, as currently in effect.

Offering Exemption. Assuming the truth and accuracy of such ------------------ the Purchaser's representations and warranties contained in Section 4, the offer and sale of the Warrants Series A Preferred Stock as contemplated hereby and the issuance and delivery to such the Purchaser of the Warrants Shares and the shares of Common Stock issuable upon the conversion of the Warrants Shares are exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and under -------------- applicable state securities and "blue sky" laws, as currently in effect.

Offering Exemption. Assuming the truth and accuracy of such the Purchaser's representations and warranties contained in Section 4, the offer and sale of the Warrants Series A Preferred Stock as contemplated hereby and the issuance and delivery to such the Purchaser of the Warrants Shares and the shares of Common Stock issuable upon the conversion of the Warrants Shares are exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities and "blue sky" laws, as currently in effect.. Section 3.20

Offering Exemption. Assuming the truth and accuracy of such Purchaser's each Purchasers' representations and warranties contained in Section 4, the offer and sale of the Warrants Shares as contemplated hereby and the issuance and delivery to such Purchaser the Purchasers of the Warrants and the shares of Common Stock issuable upon the conversion of the Warrants Shares are exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities and "blue sky" laws, as currently in effect.