Common use of Regulation D Offering Clause in Contracts

Regulation D Offering. 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.

Regulation D Offering. 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.

Regulation D Offering. The offer and issuance of the Securities Notes to the Subscriber Purchasers 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.

Regulation D Offering. The offer and issuance of the Securities to the Subscriber is being made pursuant to the exemption exemptions from the registration provisions of the 1933 Act afforded by Section 4(2) or Section and 4(6) of the 1933 Act and/or and Rule 506 of Regulation D promulgated thereunderthere under.

Regulation D Offering. 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. .

Regulation D Offering. 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 Company will provide, at the Company’s expense, such other legal opinions in the future as are reasonably necessary for the issuance and resale of the Common Stock issuable upon conversion of the Notes and exercise of the Warrants pursuant to an effective registration statement.

Regulation D Offering. The offer and issuance of the Securities to the Subscriber This Offering is being made pursuant to the exemption from the registration provisions of the 1933 Securities Act of 1933, as amended, afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder.

Regulation D Offering. The offer and issuance of the Securities to the Subscriber This Offering is being made pursuant to the exemption from the registration provisions of the 1933 Securities Act of 1933, as amended, afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder.thereunder and/or

Regulation D Offering. 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 and Rule 506 of Regulation D promulgated thereunder.

Regulation D Offering. The offer and issuance of the Securities Shares 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.

Regulation D Offering. The offer and issuance of the Securities to the Subscriber Subscribers is being made pursuant to the an 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.

Regulation D Offering. The offer and issuance of the Securities Shares to the Subscriber is being made pursuant to the exemption from the registration provisions of the 1933 Securities Act afforded by Section 4(2) or Section 4(6) of the 1933 Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

Regulation D Offering. 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 thereunderthereunder or such other exemptions as may be allowed in Canada.

Regulation D Offering. 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(24(a)(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, such other legal opinions in the future as are reasonably necessary for the issuance and resale of the Common Stock issuable upon conversion of the Notes and exercise of the Warrants pursuant to an effective registration statement.

Regulation D Offering. The offer and issuance of the Securities Shares 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.

Regulation D Offering. The offer and issuance of the Securities to the Subscriber Subscribers is being made pursuant to the an 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 necessary in each Subscriber’s opinion for the issuance and resale of the Conversion Shares and Warrant Shares pursuant to an exemption from registration such as Rule 144 under the 1933 Act.

Regulation D Offering. The offer and, subject to the truth and accuracy of Subscriber's representations and warranties herein, issuance of the Securities to the Subscriber is being made pursuant to the exemption from the registration provisions of the 1933 Securities Act afforded by Section 4(2) or Section 4(6) of the 1933 Securities Act and/or Rule 506 of Regulation D promulgated the Commission thereunder.

Regulation D Offering. The offer and issuance of the Securities to the Subscriber Subscribers is being made pursuant to the an 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.

Regulation D Offering. The Assuming the accuracy of the Subscriber’s representations and the Confidential Purchaser Questionnaire, 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(24(a)(2) or Section 4(64(a)(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder.

Regulation D Offering. 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 and Rule 506 of Regulation D promulgated thereunder.

Regulation D Offering. The offer and issuance of the Securities to the Subscriber Lender is being made pursuant to the exemption from the registration provisions of the 1933 Securities Act afforded by Section 4(2) or Section 4(64(5) of the 1933 Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

Regulation D Offering. 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 and Rule 506 of Regulation D promulgated thereunderthere under.

Regulation D Offering. 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 Securities Act afforded by Section 4(2) or Section 4(64(5) of the 1933 Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

Regulation D Offering. 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(64(a)(2) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder.

Regulation D Offering. 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 Company will provide, at the Company’s expense, such legal opinions, if any, as are reasonably necessary in each Subscriber’s opinion for the issuance and resale of the Note and Conversion Shares pursuant to an effective registration statement, Rule 144 under the 1933 Act or an exemption from registration.

Regulation D Offering. The offer and issuance of the Securities to the Subscriber Subscribers is being made pursuant to the an 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.

Regulation D Offering. 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. The Company will provide, at the Company’s expense, to the Subscribers, such other legal opinions, if any, as are reasonably necessary and customary for the issuance and resale of the Common Stock under Rule 144.

Regulation D Offering. The offer and issuance of the Securities Shares to the Subscriber is being made pursuant to the exemption exemptions from the registration provisions of the 1933 Act afforded by Section 4(2) or Section and 4(6) of the 1933 Act and/or and Rule 506 of Regulation D promulgated thereunderthere under.