Common use of Regulation D Offering/Legal Opinions Clause in Contracts

Regulation D Offering/Legal Opinions. 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 to the Subscribers from the Company’s legal counsel in the form acceptable to Subscribers. The Company will provide, at the Company’s expense, to the Subscribers and the Company’s transfer agent, such other legal opinions, if any, as are reasonably necessary in each Subscriber’s opinion for the issuance and resale of Notes and Conversion Shares pursuant to an effective registration statement, Rule 144 under the 1933 Act or an exemption from registration.

Regulation D Offering/Legal Opinions. 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 to the Subscribers from the Company’s legal counsel in the form acceptable to Subscribers. The Company will provide, at the Company’s expense, to the Subscribers and the Company’s transfer agentSubscribers, such other legal opinions, if any, as are reasonably necessary in each 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 Opinions. The offer and issuance of the Securities to the Subscribers Buyer 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 to the Subscribers Buyer from the Company’s legal counsel in the form acceptable to SubscribersBuyer. The Company will provide, at the Company’s expense, to the Subscribers Buyer and the Company’s transfer agent, such other legal opinions, if any, as are reasonably necessary in each Subscriberthe Buyer’s opinion for the issuance and resale of Notes and Conversion Shares pursuant to an effective registration statement, Rule 144 under the 1933 Act or an exemption from registration.

Regulation D Offering/Legal Opinions. 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 to the Subscribers from the Company’s legal counsel in the form acceptable to Subscribers. annexed hereto as Exhibit D. The Company will provide, at the Company’s expense, to the Subscribers and the Company’s transfer agent, such other legal opinions, if any, as are reasonably necessary in each Subscriber’s opinion for the issuance and resale of Notes and Conversion Shares pursuant to an effective registration statement, Rule 144 under the 1933 Act or an exemption from registration.