United States Uses in Form D; Blue Sky Laws Clause

Form D; Blue Sky Laws from Note Purchase Agreement

This NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of ________ ___, 2017 is made by and among Sun BioPharma, Inc., a Delaware corporation (the "Company"), and the investors named on the signature pages hereto (collectively, the "Investors").

Form D; Blue Sky Laws. The Company will file a Notice of Sale of Securities on Form D with respect to the Convertible Notes, as required under Regulation D. The Company will take such action as it reasonably determines to be necessary to qualify the Convertible Notes for sale to the Investors under this Agreement under applicable securities (or "blue sky") laws of the states of the United States (or to obtain an exemption from such qualification). The Company will file with the SEC a Current Report on Form 8-K disclosing this Agreement and the transactions contemplated hereby within four business days after the Closing Date and will make any required notice filings with state securities law authorities on a timely basis.

Form D; Blue Sky Laws from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January __, 2017, is made by and among True Drinks Holdings, Inc., a corporation organized under the laws of the State of Nevada (the "Company") and each of the purchasers (individually, a "Purchaser" and collectively the "Purchasers") set forth in the execution pages hereof (each, an "Execution Page" and collectively the "Execution Pages").

Form D; Blue Sky Laws. The Company shall timely file with the SEC a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on or before the Initial Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to each Purchaser pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States or obtain exemption therefrom, and shall provide evidence of any such action so taken to each Purchaser on or prior to each Closing Date. Within four business days after the execution of this Agreement, the Company shall file a Form 8-K with the SEC concerning this Agreement and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits as exhibits to such Form 8-K, and, within four business days after each subsequent Closing Date, the Company shall file a Form 8-K with the SEC concerning the issuance of additional Securities to each Purchaser on such dates if required by Item 3.02 of Form 8-K (the "8-K Filings"). From and after the 8-K Filings, the Company hereby acknowledges that no Purchaser shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filings. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filings without the express written consent of such Purchaser.

Form D; Blue Sky Laws from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 15, 2016, by and between LANS HOLDINGS, INC., a Nevada corporation, with headquarters located at 801 Brickell, Miami, FL 33133 (the "Company"), and AUCTUS FUND, LLC, a Delaware limited liability company, with its address at 101 Arch Street, 20th Floor, Boston, MA 02110 (the "Buyer").

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 from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 7, 2016, is made by and among Security Devices International Inc., a corporation organized under the laws of the State of Delaware (the "Company"), each of the purchasers (individually, a "Purchaser" and collectively the "Purchasers") set forth on the execution pages hereof (each, an "Execution Page" and collectively the "Execution Pages"), and Northeast Industrial Partners, LLC, as collateral agent pursuant to Section 8 (the "Collateral Agent").

Form D; Blue Sky Laws. The Company shall file with the SEC a Form D with respect to the Securities as required under Regulation D. 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 each Purchaser pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States or obtain exemption therefrom.

Form D; Blue Sky Laws from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of the 23rd day of July, 2015, by and between ARKADOS GROUP, INC., a Delaware corporation, with headquarters located at 211 Warren Street, Suite 320, Newark, NJ 07103 (the "Company"), and the undersigned with principal address set forth on the Purchaser Signature and Subscription Page hereto (the "Purchaser").

Form D; Blue Sky Laws. Unless it believes it is exempt from any such filings, the Company agrees to file a Form D with respect to the Offered Units as required under Regulation D and to provide a copy thereof to 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 Offered Units for sale to the 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 Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws from Securities Purchase Agreement

This Securities Purchase Agreement (the "Agreement") is made as of the 9th day of September, 2016 by and among root9B Technologies, Inc., a Delaware corporation (the "Company") and each of the investors listed on Exhibit A attached to this Agreement (each a "Purchaser" and together, the "Purchasers").

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

Form D; Blue Sky Laws from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of , 2014, is made and entered into by and between Electroblate, Inc., a Nevada corporation with its principal executive offices located at 401 Wilshire Boulevard, Suite 1020 Santa Monica, CA 90401 (the Company), and each of the purchasers listed on Schedule A hereto (the Purchasers).

Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D with each of the SEC and the states in which a Purchaser is resident, and to comply with the State of New York Martin Act, including filing the Forms M-11 or 99, consent to service of process and state and further state notices. The Company shall take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the 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).

Form D; Blue Sky Laws from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of November 20, 2015, by and between Wisdom Homes of America, Inc., a Nevada, with headquarters located 500 North Northeast Loop 323 Tyler, TX 75708 (the "Company"), and CAREBOURN CAPITAL, L.P., a Delaware limited partnership (the "Buyer").

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 from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 14, 2015, is entered into by and between Elite Data Services, Inc., a Florida corporation (the "Company"), and EMA Financial, LLC, a Delaware limited liability company (the "Purchaser").

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 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 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 Purchaser on or prior to the Closing Date.

Form D; Blue Sky Laws from Securities Purchase Agreement

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 26, 2015, by and between Wisdom Homes of America, Inc., a Nevada corporation, with headquarters located at 500 North Northeast Loop 323 Tyler, TX 75708 (the "Company"), and CAREBOURN CAPITAL, L.P., a Delaware limited partnership (the "Buyer").

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.