Common use of Form D; Blue Sky Laws Clause in Contracts

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as if required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees when applicable to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchaser at the applicable 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 Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. 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 the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchaser at the applicable 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 Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The If requested by Buyer, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer each Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing Purchasers 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)therefrom, and shall provide evidence of any such action so taken to the Buyer each Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the each Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the such Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the each Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the such Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The If requested by Bxxxx, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The If required under applicable law, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities Common Shares as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing Closing pursuant to this Agreement under applicable securities or “blue skyBlue 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchaser at the applicable 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 Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a "Form D D" with respect to the Securities as required under Regulation D of the Securities Act and to provide a copy thereof to the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchaser at the applicable 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 Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. 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 the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchaser at the applicable 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 Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide make available a copy thereof to the each Buyer promptly after such filing. The Company shall, on on, before or before promptly after the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement Buyers 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 make available evidence of any such action so taken to the each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D D, if required, with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer each Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing Purchasers 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)therefrom, and shall provide evidence of any such action so taken to the Buyer Purchasers on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities Shares as required under Regulation D and to provide a copy thereof to the Buyer Placement Agent promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Shares for sale to the Buyer Investors at the applicable 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 Buyer Placement Agent on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a “Form D D” with respect to the Securities Offered Units as required under Regulation D of the 1933 Act and to provide a copy thereof to the Buyer Subscribers promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchaser at the applicable 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 Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as if required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a “Form D D” with respect to the Securities as required under Regulation D of the Securities Act and to provide a copy thereof to the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchaser at the applicable 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 Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing DateClosingDate.

Form D; Blue Sky Laws. The Company agrees to file a Form D --------------------- with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The If requested by Xxxxx, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer each Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchasers at the applicable 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 Buyer each Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Transaction Securities as required under Regulation D and to provide a copy thereof to the Buyer Placement Agent promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Transaction Securities for sale to the Buyer Investors at the applicable 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 Buyer Placement Agent on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The If required, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable closing Closing pursuant to this Agreement under applicable securities or “blue skyBlue 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the such Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the each Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the such Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with --------------------- respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 Buyer Buyers on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities Securities, as required under Regulation D and to provide a copy thereof to the Buyer each Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determine determined is necessary to qualify the applicable Securities for sale to the Buyer Investors at the applicable 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 Buyer each Investor on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a “Form D D” with respect to the Securities as required under Regulation D of the Securities Act and to provide a copy thereof to the Buyer applicable Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchasers at the applicable 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 Buyer Purchasers on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with --------------------- respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing Purchaser 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)therefrom, and shall provide evidence of any such action so taken to the Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchaser at the applicable 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 Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing, if deemed required. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a “Form D D” with respect to the Securities Offered Units as required under Regulation D of the 1933 Act and to provide a copy thereof to the Buyer Subscribers promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Offered Units for sale to the Buyer Subscriber at the applicable 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 Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D D, as needed, and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the sale of the Securities as required under Regulation D and to provide a copy thereof to the Buyer Investor promptly after such filing. The Company shall, on or before the First Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Investor at the applicable 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 Buyer Investor on or prior to the First Closing Date.

Form D; Blue Sky Laws. The If requested by Buyer, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees agrees, if required, to file a --------------------- Form D with respect to the Securities Common Shares as required under Regulation D of the SEC and to provide a copy thereof to the Buyer Purchasers promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Common Shares for sale issuance to the Buyer at the applicable closing Purchasers 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)therefrom, and shall provide evidence of any such action so taken to the Buyer Purchasers on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer each Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchasers at the applicable 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 Buyer each Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the sale of the Securities as required under Regulation D and to provide a copy thereof to the Buyer Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Investor at the applicable 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 Buyer Investor on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a “Form D D” with respect to the Securities as required under Regulation D of the Securities Act and to provide a copy thereof to the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchaser at the applicable 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 Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to --------------------- file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the sale of the Securities as required under Regulation D and to provide a copy thereof to the Buyer Investors promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Investors at the applicable 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 Buyer Investors on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with ------------------------- respect to the Securities Shares as required under Regulation D and to provide a copy thereof to the Buyer each Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Shares for sale to the Buyer at the applicable closing Purchasers 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)therefrom, and shall provide evidence of any such action so taken to the Buyer each Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Investor at the applicable 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 Buyer Investor on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a --------------------- Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with --------------------- respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable closing pursuant to this Agreement Closing 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide make available a copy thereof to the each Buyer promptly after such filing. The Company shall, on on, before or before promptly after the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement Buyers 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 make available evidence of any such action so taken to the each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to shall file with the SEC a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer each Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing each Purchaser 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)therefrom, and shall provide evidence of any such action so taken to the Buyer each Purchaser on or prior to the applicable Closing Date.

Form D; Blue Sky Laws. The If required by applicable law, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Investor at the applicable 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 Buyer Investor on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 , to the extent any such actions are required to be taken on or prior to the Closing Date, shall provide evidence of any such action so taken to the each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before within the Closing Datetimeframe permitted by applicable law, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Buyer at the applicable 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)States, and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as and if required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. .The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with --------------------- respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Purchased Shares for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as if required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.. ​

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement under applicable securities or “"blue sky” " laws of the states of the United United. States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D D, if deemed required, and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the each Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the each Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with --------------------- respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer each Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing Purchasers 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)therefrom, and shall provide evidence of any such action so taken to the Buyer each Purchaser on or prior to the such Closing Date.

Form D; Blue Sky Laws. The Company agrees to file file, if applicable, a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with --------------------- respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer each Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing Purchasers 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)therefrom, and shall provide evidence of any such action so taken to the Buyer Purchasers on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer each Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Preferred Stock and the Warrants for sale to the Buyer at the applicable closing Purchasers pursuant to this Agreement under any applicable securities or “"blue sky” " laws of the states of the United States (or to obtain an exemption from such qualification)therefrom, and shall provide evidence of any such action so taken to the Buyer each Purchaser on or prior to the such Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with ---------------------- respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D D, if required, and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Purchaser at the applicable closing price 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 Buyer each Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer Purchasers promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing Purchasers 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)therefrom, and shall provide evidence of any such action so taken to the Buyer Purchasers on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities Shares as required under Regulation D and to provide a copy thereof to the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Shares for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The To the extent required, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities Common Stock as required under Regulation D and to provide a copy thereof to the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Common Stock for sale to the Buyer Purchaser at the applicable 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 Buyer Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer each Investor promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Investors at the applicable 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 Buyer each Investor on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as if required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the each Buyer at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities Purchase Shares, as required under Regulation D of the Act and to provide a copy thereof to the Buyer Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determine determined is necessary to qualify the Securities applicable Purchase Shares for sale to the Buyer each Purchaser at the applicable closing pursuant to this Agreement Closing 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 Buyer each Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file file, if applicable, a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 each Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Buyers at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Upon conversion, if at all, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable 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 Buyer on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities and Warrants, as required under Regulation D and to provide a copy thereof to the Buyer Investors and their counsel promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall have reasonably determine determined is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement Investors 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 Buyer Investors and their counsel on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer National Securities Corporation promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at Investors t the applicable 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 Buyer National Securities Corporation on or prior to the Closing Date.

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities Purchased Shares as required under Regulation D and to provide a copy thereof to the Buyer each Purchaser promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities Purchased Shares for sale to the Buyer at the applicable closing Purchasers pursuant to this Agreement under the Securities Act, the Exchange Act and applicable securities or “"blue sky” " laws of the states of the United States (or to obtain an exemption from such qualification)therefrom, and shall provide evidence of any such action so taken to the Buyer each Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws. The If required, the Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer Subscriber promptly after such filing. The Company shall, on or before the Closing Datesale of the Securities, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer Subscriber at the applicable 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 Buyer Subscriber on or prior to the Closing Dateclosing date.