Common use of Net Operating Loss Carryforward Clause in Contracts

Net Operating Loss Carryforward. To the best of the Company’s knowledge after performing initial research and calculating beneficial ownership of the Company’s securities by persons solely on the basis of their Exchange Act filings, (i) the Company and each of its Subsidiaries have not experienced, and will not experience after the issuance of stock pursuant to this Agreement, an “ownership change” within the meaning of Section 382 of the Internal Revenue Code (an “Ownership Change”); (ii) the ability of the Company and each of its Subsidiaries to use net operating losses realized in the current taxable year, net operating loss carryforwards, tax credits and other tax attributes is not, and will not after the issuance of stock pursuant to this Agreement, be limited by Section 382 or otherwise for Federal income tax purposes; (iii) the Company does not believe that it (or any of its Subsidiaries) is likely to experience an Ownership Change based upon the stock issuance pursuant to this Agreement and all other contemplated transactions, including, for the avoidance of doubt, contemplated transactions that are not yet subject to a legally binding agreement to which the Company (or any of its Subsidiaries) may be a party, including but not limited to any contemplated transactions involving the issuance by the Company (or any of its Subsidiaries) of its stock, options or other securities.