Common use of Regulation D Offering Clause in Contracts

Regulation D Offering. The offer and issuance of the Shares and Warrants to the Purchaser 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 in the future as are reasonably necessary for the issuance and resale of the Shares and the shares issued upon exercise of the Warrants.

Regulation D Offering. The offer and issuance of the Shares and Warrants to the Purchaser 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. The Company has provided an opinion reasonably acceptable to Investor from the Company's legal counsel opining on the availability of the Regulation D exemption as it relates to the offer and issuance of the Units. The Company will provide, at the Company's expense, such other legal opinions in the future as are reasonably necessary for the exercise of the Warrants and issuance and resale of the Shares and the shares issued upon exercise of the WarrantsWarrant Shares.

Regulation D Offering. The offer and issuance of the Shares and Warrants Securities to the Purchaser 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. The On the Closing Date, the Company will provide, at provide an opinion reasonably acceptable to the Purchasers from the Company's expense, such ’s legal opinions in counsel opining on the future availability of an exemption from registration under the 1933 Act as are reasonably necessary for it relates to the offer and issuance and resale of the Shares Securities and the shares issued upon exercise of the Warrantsother matters reasonably requested by Purchasers.

Regulation D Offering. The offer and issuance of the Shares and Warrants Securities to the Purchaser 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 Purchaser from the Company's expense, such ’s legal opinions in counsel opining on the future availability of an exemption from registration under the 1933 Act as are reasonably necessary for it relates to the offer and issuance and resale of the Shares Securities and other matters reasonably requested by the shares issued upon exercise of the WarrantsPurchaser.

Regulation D Offering. The offer and issuance of the Shares and Warrants to the Purchaser 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. The Company will provide, at the Company's expense, such legal opinions in the future as are reasonably necessary for the issuance and resale of the Shares and the shares issued upon exercise of the Warrants.

Regulation D Offering. The offer and issuance of the Shares and Warrants to the Purchaser This Offering 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 ’s expense, such other legal opinions in the future as are reasonably necessary for the issuance exercise of the Warrants, conversion of the Notes and resale of the Note Shares and the shares issued upon exercise of the Warrantsor Warrant Shares.

Regulation D Offering. The offer and issuance of the Shares and Warrants Securities to the Purchaser 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, such other legal opinions in the future as are reasonably necessary for the issuance and resale (if permitted under applicable securities laws, and provided that Rule 415 of the Shares and the shares issued 1933 Act permits an offering on a continuous or delayed basis) of the Common Stock issuable upon exercise of the WarrantsWarrants and the resale of the Shares.

Regulation D Offering. The offer and issuance of the Shares and Warrants Securities to the Purchaser 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. The Company will provide, at the Company's ’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 Preferred Shares and the shares issued upon exercise of the WarrantsWarrants pursuant to an effective registration statement.

Regulation D Offering. The offer and issuance of the Shares and Warrants to the Purchaser This Offering 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 ’s expense, such other legal opinions in the future as are reasonably necessary for the issuance exercise of the Warrants, conversion of the Debentures and resale of the Shares and the shares issued upon exercise of the WarrantsUnderlying Shares.

Regulation D Offering. The offer and issuance of the Shares and Warrants to the Purchaser 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. 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 and/or resale of the Shares and pursuant to an effective registration statement, Rule 144 under the shares issued upon exercise of the Warrants1933 Act, or an exemption from registration.

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

Regulation D Offering. The offer and issuance of the Shares and Warrants to the Purchaser 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 in the future as are reasonably necessary for the issuance and and/or resale of the Shares and the shares issued upon exercise of the WarrantsShares.

Regulation D Offering. The offer and issuance of the Shares and Warrants Securities to the Purchaser 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, such legal opinions in the future as are reasonably necessary for the issuance and resale of the Shares Common Stock issuable upon conversion of the Notes and the shares issued upon exercise of the WarrantsWarrants pursuant to an effective registration statement.

Regulation D Offering. The offer and issuance of the Shares and Warrants Notes to the Purchaser 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. The Any Rule 144 legal opinions reasonably requested by the Purchasers shall be promptly provided by Company will provide, at counsel and any costs associated therewith shall be borne by the Company's expense, such legal opinions in the future as are reasonably necessary for the issuance and resale of the Shares and the shares issued upon exercise of the Warrants.

Regulation D Offering. The offer and issuance of the Shares and Warrants to the Purchaser This Offering 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 ’s expense, such other legal opinions in the future as are reasonably necessary for the issuance exercise of the Warrants, and resale of the Shares and the shares issued upon exercise of the WarrantsWarrant Shares.

Regulation D Offering. The offer and issuance of the Shares and Warrants Securities to the Purchaser 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. The On the Closing Date, the Company will provide, at provide an opinion reasonably acceptable to Purchaser from the Company's expense, such ’s legal opinions in counsel opining on the future availability of an exemption from registration under the 1933 Act as are reasonably necessary for it relates to the offer and issuance and resale of the Shares Securities and the shares issued upon exercise of the Warrantsother matters reasonably requested by Purchasers.