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Blue Sky. 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 (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.

Blue Sky. The Company shall file a Form D with respect to the Placement Securities as required under Regulation D and 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“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 Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable Blue Sky“Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.Buyer.

Blue Sky. The Company shall, on or before the Closing Date,shall take such actionaction, if any, as the Company shallis reasonably determine is necessary in order to obtain an exemption for,for or to,to qualify # the sale of the Securities for sale to the Buyers atBuyer under this Agreement and # any subsequent sale of the Closing pursuant to this AgreementSecurities by the Buyer, in each case, under applicable securities or Blue Sky“Blue Sky” laws of the states of the United States (orin such states as is reasonably requested by the Buyer from time to obtain an exemption from such qualification),time, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.Buyer.

Blue Sky. The Company shall, on or before the Closing Date,shall take such actionaction, if any, as the Company shallis reasonably determine is necessary in order to obtain an exemption for,for or to,to qualify # the initial sale of the Securities for sale to the Buyers atBuyer under this Agreement and # any subsequent sale of the Closing pursuant to this AgreementSecurities by the Buyer, in each case, under applicable securities or Blue Sky“Blue Sky” laws of the states of the United States (orin such states as is reasonably requested by the Buyer from time to obtain an exemption from such qualification),time, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.Buyer.

Blue Sky. The Company shall, on or before the Closing Date,shall take such actionaction, if any, as the Company shallis reasonably determine is necessary in order to obtain an exemption for,for or to,to qualify # the initial issuance of the Securities for sale to the Buyers atBuyer under this Agreement and # any subsequent sale of the Closing pursuant to this AgreementSecurities by the Buyer, in each case, under applicable securities or Blue Sky“Blue Sky” laws of the states of the United States (orin such states as is reasonably requested by the Buyer from time to obtain an exemption from such qualification),time, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.Buyer at its written request.

Blue Sky. The Company shall, on or before the Closing Date,shall take such actionaction, if any, as the Company shallis reasonably determine is necessary in order to obtain an exemption for,for or to,to qualify # the Securities for sale of the Purchase Shares to the Buyers atBuyer under this Agreement and # any subsequent sale of the Closing pursuant to this AgreementPurchase Shares by the Buyer, in each case, under applicable securities or Blue Sky“Blue Sky” laws of the states of the United States (orin such states as is reasonably requested by the Buyer from time to obtain an exemption from such qualification),time, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.Buyer.

Blue Sky. The Company shall, on or before the Closing Date, shall take all such actionaction, if applicable, as the Company shallis reasonably determine is necessary in order to obtain an exemption for,for or to,to register or qualify # the Securities forissuance of the sale of the Purchase Shares to the Buyers at the Closing pursuant to under this Agreement and # any subsequent resale of the Purchase Shares by , in each case, under applicable securities or “Blue Sky” laws of the states of the United States (orin such states as is reasonably requested by from time to obtain an exemption from such qualification),time, and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers..

Form D; Blue Sky.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 in order to obtain an exemption for, or to, qualify the Securities for sale to the BuyersPurchaser at the Closingapplicable closing pursuant to this Agreement under applicable securities or Blue Skyblue sky laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the BuyersPurchaser on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.

Blue Sky. The Company shall, on or before the Closing Date,shall take such action as the CompanyCreditor shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Exchange Securities for saleissuable to the Buyers at the Closing pursuant to this AgreementCreditor hereunder under applicable securities or Blue Sky“blue sky” laws of the states of the United States for the issuance to the Creditor hereunder and for resale by the Creditor to the public (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.. Without limiting any other obligation of the Company under this Agreement,hereunder, the Company shall timely make all filings and reports relating to the offer and saleissuance of thesuch Exchange Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable Blue Skystate securities or “blue sky” laws), and the Company shall comply with all applicable foreign, federal, statestate, local and localforeign laws, statutes, rules, regulations and the like relating to the offering and saleissuance of thesuch Exchange Securities to the Buyers.Creditor.

Form D; Blue Sky.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 in order to obtain an exemption for, or to, qualify the Securities for sale to the BuyersBuyer at the Closingapplicable closing pursuant to this Agreement under applicable securities or Blue Skyblue sky laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the BuyersBuyer on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.

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