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 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 the Subscribers from the Company's legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities and other matters reasonably requested by Subscribers. A form of the legal opinion is annexed hereto as Exhibit D. The Company will provide, at the Company's expense, to the Subscriber and Subscriber’s counsel in relation to the Fee Shares [as defined in Section 8(b)], such other legal opinions, if any, as are reasonably necessary in each Subscriber’s and such counsel’s opinion for the issuance and resale of the Conversion Shares, Warrant Shares and Fee Shares pursuant to an effective registration statement, Rule 144 under the 1933 Act 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 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 the Subscribers from the Company's legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities and other matters reasonably requested by Subscribers. A form of the legal opinion is annexed hereto as Exhibit D. E. The Company will provide, at the Company's expense, to the Subscriber and Subscriber’s counsel in relation to the Fee Shares [as defined in Section 8(b)], such other legal opinions, if any, as are reasonably necessary in each Subscriber’s and such counsel’s opinion for the issuance and resale of the Conversion Shares, Warrant Shares and Fee Shares pursuant to an effective registration statement, Rule 144 under the 1933 Act or an exemption from registration.