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 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. On the Closing Date, the Company will provide an opinion reasonably acceptable to the Subscriber 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 Subscriber. A form of the legal opinion is annexed hereto as Exhibit D. Subject to stockholder Approval as described in Section 9(x) of this Agreement for an increase in the authorized common shares sufficient to permit the delivery of shares of common stock, the Company will provide, at the Company’s expense, to the Subscriber, such other legal opinions, if any, as are reasonably necessary in Subscriber’s opinion for the issuance and resale of Common Stock issuable upon conversion of the Notes and exercise of Warrants, Conversion Shares and Warrant 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 Subscriber Purchasers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 3(a)(9), Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On Provided that the representations and warranties of the Purchasers contained herein are true and accurate on the Closing DateDate and that no facts have changed since the date of this Agreement, the Company will provide on the Closing Date an opinion reasonably acceptable to the Subscriber such Purchasers from the Company’s legal counsel in the form annexed hereto as Exhibit B 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 Subscriberthe Purchasers. A form of the legal opinion is annexed hereto as Exhibit D. Subject to stockholder Approval as described in Section 9(x) of this Agreement for an increase in the authorized common shares sufficient to permit the delivery of shares of common stock, the The Company will provide, at the Company’s expense, to the Subscriber, such other legal opinions, if any, opinions in the future as are reasonably necessary in Subscriber’s opinion for the issuance and resale of the Common Stock issuable upon conversion of the Notes and exercise of Warrants, Conversion Shares and Warrant Shares Series A-2 Stock pursuant to an effective registration statement, Rule 144 144, as amended, under the 1933 Act (“Rule 144”) or an exemption from registration.. 6

Regulation D Offering/Legal Opinion. The offer and issuance of the Securities to the Subscriber 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 The Company will provide an opinion of legal counsel reasonably acceptable to each Subscriber and the Subscriber Company from the Company’s 's regular 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 Subscriber. A Subscribers substantially in the form of the legal opinion is annexed hereto as Exhibit D. Subject E. Such an opinion will be provided (i) on the Closing Date with respect to stockholder Approval the Securities issued to the Purchasers on such date and (ii) after the Escrow Termination Date and with respect to the Securities issued at such time (as described in contemplated by Section 9(x) of this Agreement for an increase in 2), on the authorized common shares sufficient date such Securities are issued to permit the delivery of shares of common stock, the Purchasers. The Company will provide, at the Company’s 's expense, to the Subscriber, such other legal opinions, if any, opinions in the future as are reasonably necessary in Subscriber’s opinion for the issuance and resale of the Common Stock issuable upon conversion of the Notes and exercise of Warrants, Conversion Shares and Warrant Shares the Warrants 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 Subscriber 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 The Company will provide an opinion of legal counsel reasonably acceptable to each Subscriber and the Subscriber Company from the Company’s 's regular 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 Subscriber. A Subscribers substantially in the form of the legal opinion is annexed hereto as Exhibit D. Subject E. Such an opinion will be provided on the Closing Date with respect to stockholder Approval as described in Section 9(x) of this Agreement for an increase in the authorized common shares sufficient Securities issued to permit the delivery of shares of common stock, the Subscribers on such date. The Company will provide, at the Company’s 's expense, to the Subscriber, such other legal opinions, if any, opinions in the future as are reasonably necessary in Subscriber’s opinion for the issuance and resale of the Common Stock issuable upon conversion of the Notes and exercise of Warrants, Conversion Shares and Warrant Shares the Warrants 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 Subscriber 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 New Notes issued pursuant to this agreement tack, for Rule 144 purposes, to the issue date of the Surrendered Notes. On the Closing Date, the Company will provide an opinion reasonably acceptable to the Subscriber 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 Securities, the tacking of the New Notes to the Surrendered Notes and other matters reasonably requested by SubscriberSubscribers. A form of the legal opinion is annexed hereto as Exhibit D. Subject to stockholder Approval as described in Section 9(x) of this Agreement for an increase in the authorized common shares sufficient to permit the delivery of shares of common stock, the B. The Company will provide, at the Company’s 's expense, to the SubscriberSubscribers, such other legal opinions, if any, as are reasonably necessary in Subscriber’s Subscribers’ opinion for the issuance and resale of Common Stock issuable upon conversion of the New Notes and exercise of Warrants, Conversion Shares and Warrant Shares pursuant to an effective registration statement, Rule 144 under the 1933 Act or an exemption from registration.