Form D; Blue Sky Filings. [[Organization B:Organization]] agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of [[Organization A:Organization]]. [[Organization B:Organization]] shall take such action as [[Organization B:Organization]] shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to [[Organization A:Organization]] at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of [[Organization A:Organization]].

Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Warrant and Warrant Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Warrant and Warrant Shares for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

(e) “Blue Sky” Law Compliance

1933 Act and applicable state or “blue sky” laws.

SEC and blue sky registration fees incurred separately by a particular Class;

of this Agreement, blue sky filings or a Form D filing or # application to any applicable Trading Market for the listing of the Shares, following registration of such shares under the Securities Act, for trading thereon in the time and manner required thereby (the “Required Approvals”).

acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

Investment Purposes. The Purchaser is acquiring the Shares for its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part in any transactions that would be in violation of the Securities Act or any state securities or "blue-sky" laws. No other Person has a direct or indirect beneficial interest in, and such Purchaser does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third party, with respect to, the Shares or any part thereof that would be in violation of the Securities Act or any state securities or "blue-sky" laws or other applicable Law.

any applicable requirements arising under the Securities Act of 1933, as amended, other securities laws, the rules and regulations of The Nasdaq Stock Market or any other stock exchange or transaction reporting system upon which such Restricted Shares are then listed or quoted and any state laws, rules and regulations, including “blue sky” laws;

On October 9, 2014, the Company filed with the U.S. Securities and Exchange Commission (the “Commission”), a Registration Statement, as subsequently amended, which registration was declared effective by the Commission on February 2, 2015 and is effective in those Blue Sky States listed on [Schedule I] attached hereto, which is hereby incorporated by reference.