Common use of Form D and Blue Sky Clause in Contracts

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing promptly after such filing. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities Purchased Shares as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing the Buyer promptly after such filing. The CompanyCompany shall, on or before the Closing Date, shall take such action (if any) as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Purchased Shares for sale to the Purchasers Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence Buyer on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale to the Buyer of the Securities Purchased Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy comply with any applicable state securities and “Blue Sky” laws in writing promptly after such filingconnection with the sale of the Securities. The CompanyCompany shall, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely shall file a Form D with respect to the Transaction Securities as required under Regulation D and to under the Securities Act and, upon written request, provide a copy thereof to each Purchaser who requests a copy in writing and the Placement Agent promptly after such filing. The CompanyCompany shall, on or before the Closing DateClosing, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the any Transaction Securities for sale to the Purchasers at and/or the Closing Placement Agent pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification)States, and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence on or prior to the Closing DateClosing. The Company shall make all filings and reports relating to the offer and sale of the Transaction Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing DateClosing.

Form D and Blue Sky. The Company agrees to file timely file a Form D with the SEC with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing promptly after such filing. The CompanyCompany shall, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for for, or to qualify the Securities for for, sale to the Purchasers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence on or prior to the Closing Date. The Company shall make all timely filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing Buyer promptly after such filing. The CompanyCompany shall, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for issuance and sale to the Purchasers Buyers at the Closing and at the Subsequent Issuance Date pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing Buyer promptly after such filing. The CompanyCompany shall, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Notes and Note Conversion Shares for sale to the Purchasers Buyers at the such Closing pursuant to this Agreement under applicable laws including without limitation securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence Buyers on or prior to the such Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities including without limitation those required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing of SOVR and Ms. Glenns, promptly after such filing. The CompanyCompany shall, on or before the each Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Purchasers Buyers at the each Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence each of SOVR and Ms. Glenns, on or prior to the each Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following each Closing Date at the Closing Dateexpense of the Company.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing Buyer promptly after such filing. The CompanyCompany shall, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers Buyers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall shall, if requested by any Buyer, provide evidence of any such action so taken to the Purchasers who request in writing such evidence Buyers as requested by any Buyer, on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale by the Company of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing Buyer promptly after such filing. The CompanyCompany shall, on or before the Closing Date, shall take such action action, at the Company’s sole expense, as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), ) and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence Buyers on or prior to the Closing Date. The At the Company’s sole expense, the Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file timely file a Form D with the SEC with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing promptly after such filing. The CompanyCompany shall, on or before the Closing DateClosing, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for for, or to qualify the applicable Securities for for, sale to the Purchasers at the Closing Closing, pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence on or prior to the Closing DateClosing. The Company shall make all timely filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing DateClosing.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities sale of the Shares and Warrants as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing the Agents’ Representative promptly after such filing. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence Agents’ Representative on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing Buyer promptly after such filing. The CompanyCompany shall, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Notes and Note Conversion Shares for sale to the Purchasers Buyers at the such Closing pursuant to this Agreement under applicable laws including without limitation securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence Buyers on or prior to the such Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities including without limitation those required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The To the extent required by applicable law, the Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing Buyer promptly after such filing. The CompanyCompany shall, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for for, or to qualify the Securities for for, sale to the Purchasers Buyers at the Closing occurring on the Closing Date pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification)States, and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing promptly after such filing. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the each Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities Shares as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing promptly after such filing. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Shares for sale to the Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely shall file a Form D with respect to the Transaction Securities as required under Regulation D and to under the Securities Act and, upon written request, provide a copy thereof to each Purchaser who requests a copy in writing and the Placement Agent promptly after such filing. The CompanyCompany shall, on or before the Closing DateClosing, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the any Transaction Securities for sale to the Purchasers at and/or the Closing Placement Agent pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification)States, and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence on or prior to the Closing DateClosing. The Company shall make all filings and reports relating to the offer and sale of the Transaction Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing DateClosing.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities Share Units as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy comply with any applicable state securities and “Blue Sky” laws in writing promptly after such filingconnection with the sale of the Share Units. The CompanyCompany shall, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Share Units for sale to the Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities Share Units required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The If required, the Company agrees to timely shall file a Form D with respect to the Transaction Securities as required under Regulation D and to under the Securities Act and, upon written request, provide a copy thereof to each Purchaser who requests a copy in writing and the Placement Agent promptly after such filing. The CompanyCompany shall, on or before the Closing DateClosing, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the any Transaction Securities for sale to the Purchasers at and/or the Closing Placement Agent pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification)States, and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence on or prior to the Closing DateClosing. The Company shall make all filings and reports relating to the offer and sale of the Transaction Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing DateClosing.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities sale of the Shares and Warrants as required under Regulation D and and, upon request from any Purchaser, to provide a copy thereof to each such Purchaser who requests a copy in writing promptly after such filing. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers a Purchaser who request in writing such evidence so requests on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities Purchased Shares and the Conversion Shares as required under Regulation D under the 1933 Act and to provide a copy thereof to each Purchaser who requests a copy in writing the Investor promptly after such filing. The CompanyCompany shall, on or before the Closing DateCompletion, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Purchased Shares and the Conversion Shares for sale to the Purchasers Investor at the Closing Completion pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence Investor on or prior to the Closing DateCompletion. The Company shall make all filings and reports relating to the offer and sale of the Securities Purchased Shares and the Conversion Shares required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing DateCompletion.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing promptly after such filing. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing such evidence on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date and the Second Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Purchaser who requests a copy in writing Buyer reasonably promptly after such filing. The CompanyCompany shall, on or before reasonably promptly (and in no event later than 15 days) after the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Purchasers Buyers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Purchasers who request in writing Buyers reasonably promptly after such evidence on or prior to the Closing Datefiling. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.