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. The Company will provide, at the Company’s expense, to the Subscribers, such legal opinions, if any, as are reasonably necessary and customary for the issuance or sale of any of the Securities either pursuant to a registartion statement or pursuant to an exemption from registration, includng pursuant to Rule 144.

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(24(a)(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. The On the Closing Date, the Company will provide, at provide an opinion reasonably acceptable to the Subscribers from the Company’s expense, legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the Subscribers, such legal opinions, if any, as are reasonably necessary offer and customary for the issuance or sale of any of the Securities either pursuant to a registartion statement or pursuant to an exemption from registration, includng pursuant to Rule 144and the other matters set forth on Exhibit A hereto.

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscribers Subscriber 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. The Company will provide, at the Company’s expense, to the Subscribers, such legal opinions, if any, as are reasonably necessary and customary for the issuance or sale of any of the Securities either pursuant to a registartion statement or pursuant to an exemption from registration, includng pursuant to Rule 144.

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. The On the Closing Date, the Company will provide, at provide an opinion reasonably acceptable to such Subscribers from the Company’s expense, to legal counsel in the Subscribers, such legal opinions, if any, form annexed hereto as are reasonably necessary and customary for Exhibit E opining on the issuance or sale availability of any of the Securities either pursuant to a registartion statement or pursuant to an exemption from registrationregistration under the 1933 Act as it relates to the offer and issuance of the Securities, includng pursuant to Rule 144.and the other matters set forth on Exhibit E.

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. D. The Company will provide, at the Company’s expense, to the Subscribers, such legal opinions, if any, as are reasonably necessary and customary for the issuance or sale of any and resale of the Securities either pursuant to a registartion statement or pursuant to an exemption from registration, includng pursuant to Warrant Shares under Rule 144.

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. The Company will provide, at the Company’s expense, to the Subscribers, such legal opinions, if any, opinions in the future as are reasonably necessary and customary for the issuance or sale of any and resale of the Securities either Common Stock issuable upon conversion of the Notes pursuant to a registartion statement an effective registration statement, Rule 144 under the 1933 Act or pursuant to an exemption from registration, includng pursuant to Rule 144.

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. The Company will provide, at the Company’s expense, to the Subscribers, such legal opinions, if any, as are reasonably necessary and customary for the issuance or sale of any and resale of the Securities either pursuant to a registartion statement or pursuant to an exemption from registration, includng pursuant to Warrant Shares under Rule 144.