Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than filings that have been made, or will be made, or consents that have been obtained, or will be obtained, pursuant to the rules and regulations of Nasdaq, including applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file or obtain within the applicable time periods.

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: # the filings required pursuant to Section 4.4 of this Agreement, # the filing with the Commission pursuant to the Registration Rights Agreement, # the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Shares and Warrant Shares for trading thereon, # the filing of Form D with the Commission and # such other filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: # the filings required pursuant to Section 4.4 of this Agreement, # the filing with the Commission of the Prospectus Supplement, # the filing with the Commission pursuant to the Registration Rights Agreement, # the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, and # the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other Governmental Authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: # the filings required pursuant to Section 4.4 of this Agreement, # the filing with the Commission of the Prospectus, # application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby,and # such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

Filings, Consents and Approvals. Neither the Company nor any Subsidiary is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any United States court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than # the filing with the Commission of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, # filings required by state securities laws, # the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, # the filings required in accordance with Section 4.5 hereof, and # those that have been made or obtained prior to the date of this Agreement.

Filings, Consents and Approvals. Neither the Company nor any Subsidiary is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other Governmental Authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: # the filing of a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby, # the filing with the Commission pursuant to the Registration Rights Agreement, # the filing of a Shares Outstanding Change Notification with the Nasdaq Stock Market within ten (10) days of the Closing Date reflecting the increase in the number of shares outstanding resulting from the transactions contemplated hereby, if applicable, # as may be required to list the Common Conversion Shares with the Nasdaq Stock Market, as may be required under state securities laws or the filings required pursuant to [Section 5.6] of this Agreement, and # the filing of a Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: # the filings required pursuant to Section 4.4 of this Agreement, # the filing with the Commission of the Prospectus Supplement, # application(s) or notice to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, and # such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: # the filings required pursuant to Section 4.4 of this Agreement, # the filing with the Commission of the Prospectus Supplement, # application(s) to each applicable Trading Market for the listing of the Conversion Shares and Warrant Shares for trading thereon in the time and manner required thereby, # the filing of Form D with the Commission, # the filing of a registration statement with the Commission pursuant to the Registration Rights Agreement, and # such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”) in connection with the execution, delivery and performance by the Company of this Agreement, other than such as have been obtained or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities or blue sky laws, FINRA or the Trading Market (as defined in Section 25 below) (collectively, the “Required Approvals”).