Common use of Form D Clause in Contracts

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each Buyer the 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Investor at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Investor on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities for, or obtain an exemption for the Conversion Shares for Securities for, sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as (and if deemed) required under Regulation D and to provide a copy thereof to each Buyer the 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Investor at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Investor on or prior to the Closing Date.

Form D. The If required, the Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each Buyer the Investor 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Investor at the each Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Investor on or prior to the each Closing Date.

Form D. The Company agrees to file a Form D with respect to the ------- Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Redeemable Debentures as required under Regulation D and to provide a copy thereof to 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 Conversion SharesRedeemable Debentures, or obtain an exemption for the Conversion Shares Redeemable Debentures for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The If required by applicable Law, the Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D of the Securities Act and to provide a copy thereof to 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to each of the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" laws ” Laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each 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 Conversion SharesSecurities for, or obtain an exemption for the Conversion Shares for Securities for, sale to the Buyers Purchaser at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Purchaser on or prior to the Closing Date.

Form D. The If required by applicable Law, the Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D of the Securities Act and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to each of the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" laws ” Laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to each 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each 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 Conversion SharesSecurities for, or obtain an exemption for the Conversion Shares for Securities for, sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the each Closing Date.

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

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Secured Debentures as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecured Debenture, or obtain an exemption for the Conversion Shares Secured Debenture for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities , or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United StatesXxxxxx Xxxxxx, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to each 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Debentures as required under Regulation D and to provide a copy thereof to each 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 Conversion SharesDebentures, or obtain an exemption for the Conversion Shares Debentures for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with ------ respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities for, or obtain an exemption for the Conversion Shares for Securities for, sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the ------ Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Convertible Debenture as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The If required by applicable Law, the Company agrees to file a Form D with respect to the Conversion Shares Units as required under Regulation D of the Securities Act and to provide a copy thereof to 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 Conversion SharesUnits, or obtain an exemption for the Conversion Shares Units for sale to each of the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" laws ” Laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

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

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to each 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion SharesShares for, or obtain an exemption for the Conversion Shares for for, sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to ------ the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities for, or obtain an exemption for the Conversion Shares for Securities for, sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The If required, the Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each Buyer the Investor 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Investor at the each Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Investor on or prior to the each Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue SkyBLUE SKY" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing DateDates, take such action as the Company shall reasonably determine is necessary to qualify the Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue SkyBLUE SKY" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing DateDates.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities for, or obtain an exemption for the Conversion Shares for Securities for, sale to the Buyers Purchasers at the Closing pursuant to this Agreement under applicable securities or "Blue Skyblue sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Purchasers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares Shares, for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each Buyer the Holder 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Holder at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Holder on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion SharesShares for, or obtain an on exemption for the Conversion Shares for for, sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each Buyer the 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 Conversion SharesSecurities for, or obtain an exemption for the Conversion Shares for Securities for, sale to the Buyers Purchaser at the Closing pursuant to this Agreement under applicable securities or "Blue Skyblue sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Purchaser on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each Buyer the 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Purchaser at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Purchaser on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to each Buyer Royalty holder 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers Royalty holders at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Royalty holders on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any provixx xxxxxxxx xx xxx such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as and if required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Common Stock as required under Regulation D and to provide a copy thereof to 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 Conversion SharesCommon Stock, or obtain an exemption for the Conversion Shares Common Stock for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each 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 Conversion SharesDebentures, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date.

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

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities, for sale to the Buyers Buyer at the Closing Closings pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Initial Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Convertible Debentures and Warrants as required under Regulation D and to provide a copy thereof to each 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares offer and sale of the Notes and Warrants as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. D. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Conversion SharesNotes and Warrants, or obtain an exemption for the Conversion Shares for sale of the Notes and Warrants to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities for, or obtain an exemption for the Conversion Shares for Securities for, sale to the Buyers at the such Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the such Closing Date.

Form D. The If required, the Company agrees to file a Form D with respect to the Conversion Shares securities as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

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

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue SkyBLUE SKY" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Debentures as required under Regulation D and to provide a copy thereof to 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 Conversion SharesDebentures, or obtain an exemption for the Conversion Shares Debentures for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion SharesShares , or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing DateDates, take such action as the Company shall reasonably determine is necessary to qualify the Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

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

Form D. The Company agrees to file a Form D with respect to ------- the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, States and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before each of the Closing DateDates, take such action as the Company shall reasonably determine is necessary to qualify the Conversion SharesSecurities for, or obtain an exemption for the Conversion Shares for Securities for, sale to the Buyers at each of the Closing Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, States and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to each Buyer the Buyers 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United StatesStates or Canada, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D D, if necessary, with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Buyer at the each Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the each Closing Date.

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

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to each 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" ” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date.

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

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to each 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 Conversion SharesShares for, or obtain an exemption for the Conversion Shares for for, sale to the Buyers Investors at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Investors on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares as required under Regulation D and to provide a copy thereof to each 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 Conversion Shares, or obtain an exemption for the Conversion Shares for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United StatesStates or Canada, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D and to provide a copy thereof to each Buyer Subscriber promptly after such filing. The Company shall, on or before each of the Closing DateDates, take such action as the Company shall reasonably determine is necessary to qualify the Conversion SharesSecurities for, or obtain an exemption for the Conversion Shares for Securities for, sale to the Buyers Subscribers at each of the Closing Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Subscribers on or prior to the Closing Date.

Form D. The If required by applicable Law, the Company agrees to file a Form D with respect to the Conversion Shares Securities as required under Regulation D of the Securities Act and to provide a copy thereof to 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 Conversion SharesSecurities, or obtain an exemption for the Conversion Shares Securities for sale to the Buyers Buyer at the Closing pursuant to this Agreement under applicable securities or "“Blue Sky" laws ” Laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyers Buyer on or prior to the Closing Date.