Common use of Form D and Blue Sky Clause in Contracts

Form D and Blue Sky. 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 each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as is necessary in order to obtain an exemption for or to qualify the 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 exemption or qualification so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the 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 in order to obtain an exemption for for, or to qualify the Securities 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 exemption or qualification action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

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

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities Common 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 in order to obtain an exemption for or to qualify the Securities Common Shares for, or obtain exemption for the Common Shares 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 exemption or qualification action so taken to the Buyers Investors on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities Common Shares required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities Shares as required under Regulation D and to provide upon request a copy thereof to each Buyer Digital River promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Shares for sale to the Buyers at the Closing Digital River 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 exemption or qualification action so taken to the Buyers Digital River on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities 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 each Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers Purchaser at the Closing Closings pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states state of residence of Purchaser as disclosed by the United StatesPurchaser in this Agreement, and shall provide evidence of any such exemption or qualification action so taken to the Buyers Purchaser on or prior to the each Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities to the Purchaser required under applicable securities or “Blue Sky” laws of the states of the United States following the each Closing Date.

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

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities Shares as required under Regulation D and to provide upon request 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 in order to obtain an exemption for or to qualify the Securities Shares for sale to the Buyers at the Closing Buyer 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 exemption or qualification action so taken to the Buyers Buyer on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities Company Stock as required under Regulation D D. Investor agrees to timely provide Company with any and to provide all needed information in connection with Company’s preparation and filing of a copy thereof to each Buyer promptly after such filing. Form D. The Company shallCompany, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities applicable Company Stock 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 States (or to obtain an exemption from such exemption or qualification so taken to the Buyers on or prior to the Closing Datequalification). The Company shall make all filings and reports relating to the offer and sale of the Securities Company Stock required under applicable securities or “Blue Sky” blue sky laws of the states of the United States following the Closing Date.

Form D and Blue Sky. 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 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 in order to obtain an exemption for or to qualify the 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 exemption or qualification action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

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

Form D and Blue Sky. 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 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 in order to obtain an exemption for or to qualify the 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 exemption or qualification action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the 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 in order to obtain an exemption for or to qualify the 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 exemption or qualification action so taken to the Buyers Investor on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities Shares 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 in order to obtain an exemption for for, or to qualify the Securities Shares for sale to the Buyers Purchasers 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 exemption or qualification action so taken to the Buyers Purchasers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the 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 in order to obtain an exemption for or to qualify the 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 exemption or qualification action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities Units 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 in order to obtain an exemption for or to qualify the Securities Units for sale to the Buyers Purchasers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United StatesStates (or to obtain an exemption from such qualification), and shall provide evidence of any such exemption or qualification action so taken to the Buyers Purchasers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

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

Form D and Blue Sky. The Company agrees to file a Form D with respect to the 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 in order to obtain an exemption for or to qualify the 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 exemption or qualification action so taken to the Buyers Buyer on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities Purchased Shares 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 in order to obtain an exemption for or to qualify the Securities Purchased Shares for sale to the Buyers Purchasers 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 States (or to obtain an exemption from such exemption or qualification so taken to the Buyers on or prior to the Closing Datequalification). The Company shall make all filings and reports relating to the offer and sale of the Securities Purchased Shares required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The 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 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 in order to obtain an exemption for or to qualify the 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 StatesStates (or to obtain an exemption from such qualification), and shall provide evidence of any such exemption or qualification action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D ------------------- with respect to the 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 determine is reasonably necessary in order to obtain an exemption for or to qualify the 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 exemption or qualification action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Closing 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 is necessary in order to obtain an exemption for or to qualify the Closing Securities for sale to the Buyers Investor at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states State of the United StatesNew York, and shall provide evidence of any such exemption or qualification so taken to the Buyers Investor on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Closing Securities required under applicable securities or “Blue Sky” laws of the states State of the United States New York following the Closing Date.

Form D and Blue Sky. 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 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 in order to obtain an exemption for for, or to qualify the Securities for 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 exemption or qualification action so taken to the Buyers Buyer on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with ------------------- respect to the 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 in order to obtain an exemption for or to qualify the 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 exemption or qualification action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

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

Form D and Blue Sky. 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 each Buyer the Buyers promptly after such filing. The Company shallCompany, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United StatesStates (or to obtain an exemption from such qualification), and shall provide evidence of any such exemption or qualification action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the 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 applicable Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to the 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 exemption or qualification action so taken to the Buyers on or prior to the applicable Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the applicable Closing Date.

Form D and Blue Sky. 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 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 in order to obtain an exemption for or to qualify the Securities for sale to the Buyers Purchasers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United StatesStates (or to obtain an exemption from such qualification), and shall provide evidence of any such exemption or qualification action so taken to the Buyers Purchasers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “"Blue Sky” " laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities Shares as required under Regulation D and to provide upon request a copy thereof to each a requesting 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 in order to obtain an exemption for or to qualify the Securities 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 exemption or qualification action so taken to the Buyers Buyer on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities Shares required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

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

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities Series C Stock and Series C Warrants as required under Regulation D and to provide a copy thereof to each Buyer Investor promptly after such filing. The Company shallCompany, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities Series C Stock and Series C Warrants 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 States (or to obtain an exemption from such exemption or qualification so taken to the Buyers on or prior to the Closing Datequalification). The Company shall make all filings and reports relating to the offer and sale of the Securities Series C Stock and Series C Warrants required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer of SOVR and counsel to the Placement Agent, 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 in order to obtain an exemption for for, or to to, qualify the Securities for sale to the Buyers 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 States (or to obtain an exemption from such exemption or qualification so taken to the Buyers on or prior to the Closing Datequalification). The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following each Closing Date at the Closing Dateexpense of the Company.

Form D and Blue Sky. The Company agrees to file a Form Forms D with respect to the Securities as required under Regulation D and to provide a copy thereof to each Buyer the Buyers promptly after each such filing. The Company shall, on or before the each Closing Date, take such action as is necessary in order to obtain an exemption for or to qualify the Securities for sale to the Buyers 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 exemption or qualification so taken to the Buyers on or prior to the each Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the each Closing Date.

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

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Closing Securities as required under Regulation D and to provide a copy thereof to each Buyer the Investors promptly after such filing. The Company shall, on or before the Closing Date, take such action as is necessary in order to obtain an exemption for or to qualify the Closing Securities for sale to the Buyers Investors at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states State of the United StatesNew York, and shall provide evidence of any such exemption or qualification so taken to the Buyers Investors on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Closing Securities required under applicable securities or “Blue Sky” laws of the states State of the United States New York following the Closing Date.

Form D and Blue Sky. The Company agrees to file a Form D with respect to the Securities Notes 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 in order to obtain an exemption for or to qualify the Securities Notes 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 to obtain an exemption from such qualification), and shall provide evidence of any such exemption or qualification action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities Notes required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.

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

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

Form D and Blue Sky. 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 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 in order to obtain an exemption for or to qualify the 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 StatesStates (or to obtain an exemption from such qualification), and shall provide evidence of any such exemption or qualification action so taken to the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date.