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Form D; Listing; Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and to provide a copy 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 exercise of the Warrant (without taking into account any 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 to, qualify the Securities for sale to the Investor 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 Investor 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 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; Listing; Blue Sky.Sky Filings. The Company shallagrees to timely file a Form D with respect to the SecuritiesWarrant and Warrant Shares as required under Regulation D and to provide a copy thereof to the Investorthereof, promptly after such filing. The Company shall promptly secure the approval for listingupon request of # the Shares and # the maximum number of Warrant Shares issuable upon exercise of the Warrant (without taking into account any 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.Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to,to qualify the Securities forWarrant and Warrant Shares for, sale to the InvestorPurchasers 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),States, and shall provide evidence of such actions promptly upon request of any such action so taken to the Investor 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 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].Purchaser.

Form D; Listing; Blue Sky. The Company shall file a Form D with respect to the Placement Securities as required under Regulation D and to provide a copy thereof to the Investoreach Buyer promptly after such filing. The Company shall promptly secureshall, on or before the approval for listing of # the Shares and # the maximum number of Warrant Shares issuable upon exercise of the Warrant (without taking into account any 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 shallClosing 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 InvestorBuyers 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 InvestorBuyers 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 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].Buyer.

Form D; Listing; Blue Sky.Sky Laws. The Company shallagrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the InvestorPurchaser promptly after such filing. The Company shall promptly secureshall, on or before the approval for listing of # the Shares and # the maximum number of Warrant Shares issuable upon exercise of the Warrant (without taking into account any 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 shallClosing 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 InvestorPurchaser at the Closingapplicable 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 InvestorPurchaser 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 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; Listing; Blue Sky.Sky Laws. The Company shallagrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the InvestorBuyer promptly after such filing. The Company shall promptly secureshall, on or before the approval for listing of # the Shares and # the maximum number of Warrant Shares issuable upon exercise of the Warrant (without taking into account any 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 shallClosing 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 InvestorBuyer at the Closingapplicable 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 InvestorBuyer 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 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; Listing; Blue Sky.Sky Filings. The Company shallagrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Investorthereof, promptly after such filing. The Company shall promptly secure the approval for listingupon request of # the Shares and # the maximum number of Warrant Shares issuable upon exercise of the Warrant (without taking into account any 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.Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to,to qualify the Securities forfor, sale to the InvestorPurchasers 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),States, and shall provide evidence of such actions promptly upon request of any such action so taken to the Investor 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 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].Purchaser.

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