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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.

Form D; Listing; Blue Sky Filings.Sky. The Company agrees to timelyshall file a Form D with respect to the Warrant and Warrant SharesSecurities as required under Regulation D and to provide a copy thereof,thereof to the Investor promptly after such filing. The Company shall promptly secure the approval for listing of # the Shares and # the maximum number of Warrant Shares issuable upon requestexercise of the Warrant (without taking into account any Purchaser.limitations on the exercise of the Warrant set forth therein) that may from time to time be issuable under the terms of the Warrant, in each case on the Trading Market. The Company shall not take any action which could be reasonably expected to result in the delisting or suspension of the quotation of the Ordinary Shares on the Trading Market. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or toto, qualify the Warrant and Warrant Shares for,Securities for sale to the PurchasersInvestor at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States,States (or to obtain an exemption from such qualification), and shall provide evidence of any such actions promptly upon requestaction so taken to the Investor on or prior to the Closing Date. Without limiting any other obligation of any Purchaser.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 federal, foreign, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Investor. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 11.

Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Warrant and Warrant SharesSecurities 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 SharesSecurities 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.

Form D; Blue Sky Filings.Laws. The Company agrees to timely file a Form D with respect to the Warrant and Warrant SharesSecurities as required under Regulation D and to provide a copy thereof,thereof to the Purchaser promptly upon request of any Purchaser.after such filing. The Company shallshall, 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 Warrant and Warrant Shares for,Securities for sale to the PurchasersPurchaser at the Closingapplicable closing pursuant to this Agreement under applicable securities or Blue Sky“blue sky” laws of the states of the United States,States (or to obtain an exemption from such qualification), and shall provide evidence of any such actions promptly upon request of any Purchaser.action so taken to the Purchaser on or prior to the Closing Date.

Form D; Blue Sky Filings.Laws. The Company agrees to timely file a Form D with respect to the Warrant and Warrant SharesSecurities as required under Regulation D and to provide a copy thereof,thereof to the Buyer promptly upon request of any Purchaser.after such filing. The Company shallshall, 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 Warrant and Warrant Shares for,Securities for sale to the PurchasersBuyer at the Closingapplicable closing pursuant to this Agreement under applicable securities or Blue Sky“blue sky” laws of the states of the United States,States (or to obtain an exemption from such qualification), and shall provide evidence of any such actions promptly upon request of any Purchaser.action so taken to the Buyer on or prior to the Closing Date.

Form D; Blue Sky Filings.Sky. The Company agrees to timelyshall file a Form D with respect to the Warrant and Warrant SharesPlacement Securities as required under Regulation D and to provide a copy thereof,thereof to each Buyer promptly upon request of any Purchaser.after such filing. The Company shallshall, 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 toto, qualify the Warrant and Warrant Shares for,Securities for sale to the PurchasersBuyers at the Closing pursuant to this Agreement under applicable securities or Blue Sky“Blue Sky” laws of the states of the United States,States (or to obtain an exemption from such qualification), and shall provide evidence of any such actions promptly upon requestaction so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of any Purchaser.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 federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyer.

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