Common use of Filings, Consents and Approvals Clause in Contracts

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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) 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: (i) the filings required pursuant to Section 4.4 filing of this Agreementa Report on Form 8-K describing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iii) the filing of Form D with the Commission (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (v) those that have been made or obtained prior to the date of this Agreement (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Except as has been obtained, given, or made prior to the date hereof, 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, statestate (including state blue sky law), 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: (i) the filings required pursuant to Section 4.4 4.5 of this Agreement, (ii) the filing with the Commission of the Prospectus SupplementProspectus, and (iii) notices and/or application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (iv) approval of filings required by the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws Financial Industry Regulatory Authority (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Neither the Company nor any Subsidiary 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 and the Subsidiaries of the Transaction Documents, other than: than (i) the filings required pursuant to Section 4.4 of this Agreement4.6, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Underlying Shares for trading thereon in the time and manner required thereby, (iviii) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (iv) filings required under the terms of the Security Documents (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus SupplementProspectus, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of a Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (v) any applicable filings under securities laws in Canada (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (v) such consents, waivers and authorizations that shall be obtained prior to Closing (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, provincial, 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: (i) the filings required pursuant to Section 4.4 filing with the Commission and Canadian Authorities of this Agreement, the Prospectuses; (ii) the filing with the Commission registration of the Prospectus Supplement, Securities under the Securities Act; (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (viv) such filings as are required to be made under applicable federal, state and provincial securities laws which if not obtained or made could not reasonably be expected to result in a Material Adverse Effect (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of a Form D with the Commission and (v) the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (vvi) 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: (i) the filings required filing with the Commission pursuant to Section 4.4 of this the Registration Rights Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Shares, and the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iii) the filing with the Commission of the Registration Statement, and (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) 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, statestate (including state blue sky law), 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: (i) the filings required pursuant to Section 4.4 4.5 of this Agreement, (ii) the filing with the Commission of the Prospectus SupplementProspectus, and (iii) notices and/or application(s) to and approvals by each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of a Form D with the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; Commission and (v) such filings as are required to be made under applicable state securities laws by the Financial Industry Regulatory Authority (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Except as set forth on Schedule 3.1(e), 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (viii) such filings as are required to be made under applicable state securities laws and (collectivelyiv) the consent of the necessary holders of the Series C-1, Series C-2, Series E and Series F Convertible Preferred Stock of the Company (each of (i) thorough (iv) are 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: than (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus SupplementRegistration Statement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, with each of the items listed in clauses (collectively, the i)-(iv) inclusive being deemed a “Required ApprovalsApproval”).

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: (i) the filings required pursuant to Section 4.4 4.2 of this Agreement, ; (ii) the filing with the Commission of the Prospectus Supplement, ; (iii) application(s) to each applicable the Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, ; (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws; and (v) such consents, waivers, authorizations or orders, or such filings, as have been obtained or made (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (v) such consents, waivers and authorizations that shall be obtained prior to the Closing (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: (i) the filings required pursuant to Section 4.4 4.2 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) the approval of Cellectis S.A., which approval shall have been obtained prior to the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; Closing Date, and (v) such filings as are required to be made under applicable U.S. federal and state securities laws (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Except as set forth on Schedule 3.1(e), 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: than (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus SupplementRegistration Statement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Subscription Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (vi) the Company shall have obtained Shareholder Approval (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and Commission, (v) such filings as are required to be made under applicable state securities laws laws, and except as disclosed on Schedule 3.1(e). (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 local, provincial or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant to the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 filing of this Agreementthe Form D with the United States Securities and Exchange Commission (“Commission”), (ii) the filing with the Commission of the Prospectus Supplement, pursuant to Section 4(a); (iii) application(sif required, application to The Nasdaq Stock Market LLC (the “Trading Market”) to each applicable Trading Market for the listing or quotation of the Securities Shares, the Pre-Funded Warrant Shares and Common Warrant Shares for trading thereon in the time and manner required thereby, thereby and (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities ADSs and Warrant ADSs for trading thereon in the time and manner required thereby, (iv) approval application for listing of the Board of Directors of Ordinary Shares underlying the terms and conditions of this Agreement ADSs and the transactions contemplated herein; Warrant ADSs on AIM, and (v) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the notice and/or application(s) to each applicable the principal Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (v) such consents, waivers and authorizations that shall be obtained prior to the Closing (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: (i) the filings required pursuant to Section 4.4 4.6 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Underlying Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of the Board Certificate of Directors Designation with the Secretary of State of the terms State of Nevada and conditions (vi) the filing of this Agreement a Form D with the Commission related to the Warrants and the transactions contemplated herein; Warrant Shares and (v) 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 Person, in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, thereby and (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable U.S. Federal and state and French securities laws including acceptance of listing by and notification to The Nasdaq Global Market (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: (i) the filings required pursuant to Section 4.4 filing with the Commission of this Agreementthe Prospectus, (ii) the filing of the Certificate of Designation with the Commission Delaware Secretary of the Prospectus Supplement, State; (iii) application(s) the application to each applicable Trading Market for the listing of the Securities Underlying Shares for trading thereon in the time and manner required thereby, (iv) approval the notices, forms and authorizations of The Depository Trust & Clearing Corporation related to the account and transfer of any of the Board of Directors of Securities, (iv) the terms and conditions of this Agreement and the transactions contemplated herein; application to FINRA, and (vvi) 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: (i) the filings required pursuant to Section 4.4 of this Agreement4.4, (ii) the filing with the Commission of pursuant to the Prospectus SupplementRegistration Rights Agreement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Underlying Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (v) all filings and approvals required for the Merger Closing to be able to occur (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: (i) the filings required pursuant to Section 4.4 4.1 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Pre-Funded Warrant Shares for trading thereon in the time and manner required thereby, and (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable the Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) 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: (i) as have been complied with, waived, obtained or made by the filings required pursuant to Section 4.4 of this AgreementCompany, (ii) the filing of the Certificate of Designation with the Delaware Secretary of State; (iii) the filing with the Commission of the Prospectus or Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required therebyif any, (iv) approval of as may be required by the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and Trading Market, (v) such filings as are required to be made under applicable state securities laws or blue sky laws or the rules of FINRA and (vi) Shareholder Approval (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: (i) the Nasdaq Stockholder Approval, (ii) the Authorized Share Amendment, (iii) the filings required pursuant to Section 4.4 4.3 of this Agreement, (iiiv) the filing with the Commission of pursuant to the Prospectus SupplementRegistration Rights Agreement, (iiiv) the filing of Form D with the Commission and applicable state blue sky filings and (vi) the notice and/or application(s) to each applicable Trading Market for the listing of the Securities Conversion for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws thereby (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: (i) the filings required pursuant to Section 4.4 of this Agreement, ; (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Shares and the listing of the Securities Shares for trading thereon in the time and manner required thereby, if necessary; (iii) notices to certain existing holders of the Company’s warrants; and (iv) approval notices to certain prior purchasers (the “Prior Investors”) of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws Company’s Common Stock (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: than (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus SupplementRegistration Statement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (v) any other filings required to be made pursuant to the terms of the Registration Rights Agreement (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: than (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required therebythereby and satisfaction of any conditions thereto, (iviii) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (collectively, iv) as set forth on Schedule 3.1(d) ((i) through (iv) above are collectively referred to herein as 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Warrant Shares for trading thereon thereon, (iii) the notices, forms, and authorizations as may be required by the Transfer Agent and The Depository Trust & Clearing Corporation in connection with the time transactions contemplated by the Transaction Documents, and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) 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 DocumentsDocuments to which it is a party, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (v) any ordinary course report of distribution and similar filings with certain Canadian Authorities related hereto (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Placed ADSs and Warrant ADSs for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (viii) if applicable, the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws laws, and (v) such consents, waivers and authorizations that shall be obtained prior to Closing (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of the Board Certificate of Directors Designation with the Secretary of State of the terms and conditions state of this Agreement and the transactions contemplated herein; Delaware and (v) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (iv) approval with respect to the Warrants, the filing of a Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws law, each as applicable (collectively, the “"Required Approvals”").

Filings, Consents and Approvals. The Other than notices that are required pursuant to the Amer Agreements and the APERAM Purchase Agreement, 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iiiii) the filing of application(s) to each applicable and approval by the Trading Market for the listing of the Securities Closing Shares, Option Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (viii) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) the notice of supplemental listing to each applicable the Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required therebythereon, (iv) approval of the Board of Directors of the terms and conditions of this Agreement filings required in Section 4.20 and the transactions contemplated herein; related Stockholder Approval to be received at the applicable Meeting and (v) 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, provincial, 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: than (i) the filings required pursuant to Section 4.4 of this Agreement4.6, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Debentures and Warrants and the listing of the Securities Underlying Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms SEC and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable provincial and state securities laws and (v) Shareholder Approval (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: than (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval waivers of the Board preemptive rights by purchasers under that certain Unit Purchase Agreement dated as of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; February 20, 2007, and (v) 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: (i) the consent of the purchasers of the Company’s securities under that certain Securities Purchase Agreement, dated May 27, 2009 (the “Prior Purchase Agreement”), (ii) the filings required pursuant to Section 4.4 4.2 of this Agreement, (iiiii) the filing with the Commission of the Prospectus Supplement, (iiiiv) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and thereby (v) 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 No consent, waiverapproval, authorization authorization, order, registration or order of, give qualification of or with 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 Governmental Authority is required for the execution, delivery and performance by the Company of the Transaction Documents, the issuance and sale by the Company of the Securities, other than: (i) the filings required pursuant to Section 4.4 4.3 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, thereby and (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Prefunded Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval such filings as may be required by the rules and regulations of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; Financial Industry Regulatory Authority and (v) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notices and/or application(s) to and approvals by each applicable Trading Market for the listing of the applicable Securities for trading thereon in the time and manner required thereby, and (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, if any, and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Underlying Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of the Board Certificate of Directors Designation with the Secretary of State of the terms and conditions State of this Agreement and the transactions contemplated herein; Delaware and (v) 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: (i) the filings required pursuant to Section 4.4 4.6 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Underlying Shares for trading thereon in the time and manner required thereby, (iviii) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, (iv) the filing of the Certificate of Designation with the Delaware Secretary of State and (v) Shareholder Approval (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Except as disclosed in the SEC Reports, 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (v) such consents, waivers and authorizations that shall be obtained prior to Closing (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus SupplementProspectus, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (iv) such consents, waivers and authorizations that shall be obtained prior to Closing (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: than (i) the filings required pursuant to Section 4.4 of this Agreement4.6, (ii) the filing with the Commission of the Prospectus SupplementRegistration Statement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Debentures and Warrants and the listing of the Securities Underlying Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (v) Shareholder Approval (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Conversion Shares and Warrant Shares for trading thereon in the time and manner required thereby, (ivii) approval the filing of Form D with the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and Commission, (viii) such filings as are required to be made under applicable state securities laws laws, and (iv) stockholder approval of the Increase in Authorized and filing of the Certificate of Amendment with the Secretary of State of the State of Nevada to effect the Increase in Authorized, and the acceptance thereof (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Subject to the Stockholder Approval, 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Shares and the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (viii) 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: than (i) the filings required pursuant to Section 4.4 of this Agreement4.6, (ii) the filing with the Commission of the Prospectus SupplementRegistration Statement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and Shareholder Approval, (v) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws and (vi) approvals that have been obtained prior to the Closing (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (v) consent from Cantor Xxxxxxxxxx & Co. in respect of the ATM Agreement (which consent has been obtained) (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Other than consents required for the amending of the Company’s articles of incorporation to increase the number of shares authorized thereunder, 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 provincial or foreign or domestic 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval if any, all of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; which, if any, shall have been effectuated prior to each Closing, and (viii) 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 Person, in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and the Warrant Shares for trading thereon in the time and manner required thereby, thereby and (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable U.S. Federal and state and French securities laws including acceptance of listing by and notification to The NASDAQ Global Market (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Company is not required to obtain any No filing, consent, waiverapproval, authorization authorization, order, license, registration or order of, give any notice to, qualification of or make any filing or registration with, with any court or other federal, state, local arbitrator or other governmental or regulatory authority or other Person in connection with having jurisdiction over the Company is required for the execution, delivery and performance by the Company of the Transaction DocumentsDocuments (including the issuance of the Shares), other than: than (i) the filings required pursuant to Section 4.4 filing of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) any requisite notices and/or application(s) to each applicable the principal Trading Market for the issuance and sale of the Shares and the listing of the Securities Shares for trading or quotation thereon in the time and manner required thereby, (ivii) approval of the Board of Directors of the terms and conditions filings required in accordance with Section 5.3 of this Agreement and (iii) those that have been made or obtained prior to the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws date of this Agreement (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Conversion Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board Commission, (v) the filing of Directors of a registration statement with the terms and conditions of this Agreement and Commission pursuant to the transactions contemplated herein; Registration Rights Agreement, and (vvi) 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: (i) the filings required pursuant to Section 4.4 4 of this Agreement, (iiAgreement,(ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms thereby and conditions of this Agreement and the transactions contemplated herein; and (v) such other filings as are required to be made under applicable state securities laws, and (iii) as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of FINRA (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 this Agreement , the Transaction DocumentsWarrants and the Subscription Agreements, other than: (i) the filings required pursuant to Section 4.4 filing of this AgreementForm D with the Unites States Securities and Exchange Commission (“Commission”), (ii) the filing with the Commission of the Prospectus Supplement, pursuant to Section 4(a); (iii) application(s) to each applicable the NYSE AMERICAN (the “Trading Market Market”) for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval of any required approvals, waivers, or consents under the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; Existing Agreement, and (v) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The Except as set forth on Schedule 3.1(d), 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; Stockholder Approval and (v) such filings as are required the filing of the amendment to be made under applicable state securities laws the Company’s certificate of incorporation with the Secretary of State of the State of Delaware in connection with the Reverse Stock Split (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval such filings as may be required by the rules and regulations of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; Financial Industry Regulatory Authority, if any, and (v) 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 this Agreement and the Transaction Documentstransactions contemplated pursuant to the Prospectus Supplement, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iiiii) application(s) to each applicable the Nasdaq Capital Market (the “Trading Market Market”) for the listing of the Securities Conversion Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (viii) such filings as are required to be made under applicable state securities laws laws, and (iv) the consents identified on Schedule 3.1(e) of the Disclosure Schedules (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: (i) the filings required pursuant to Section 4.4 filing of this Agreementa Report on Form 8-K describing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iii) the filing of Form D with the Commission (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (v) those that have been made or obtained prior to the date of this Agreement (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (v) such consents, waivers and authorizations that shall be obtained prior to the Closing (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Shares and the Warrant Shares for trading thereon in the time and manner required thereby, (iviii) approval the filing of Form D if required with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (iv) the Charter Amendment subject to stockholder approval as contemplated in Section 3.1(h) of this Agreement (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of a Form D with the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and Commission, (v) such filings as are required to be made under applicable state securities laws laws, and (vi) those consents which have been received (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the notice and/or application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and Stockholder Approval and, (v) 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 Neither the Company nor any of its Subsidiaries 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplementfilings required by applicable state securities laws, (iii) application(s) an application to each the applicable Trading Market for the listing of the Securities Conversion Shares for trading thereon in the time and manner required thereby, (ivv) approval Senior Lender Approval, and (vi) the filing with the Commission of a preliminary and definitive proxy statement in respect of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws Stockholder Approval (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: (i) the filings required filing with the Commission pursuant to Section 4.4 4.5 Registration Rights of this AgreementAgreemet, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Warrant Shares for trading thereon in on the time and manner required therebyPublic Offering Date, (iviii) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (iv) Shareholder Approval (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus SupplementProspectus, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws; and (vi) such filings as are required to be made to any governmental authority of the PRC as disclosed in the SEC Reports (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, ; (iv) any filing or approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated hereinrequired by FINRA; and (viv) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Underlying Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (v) such consents, waivers and authorizations that shall be obtained prior to the Closing (collectively, the “Required Approvals”).

Filings, Consents and Approvals. The To the Company's actual knowledge, 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 this Agreement and the Transaction Documents, Warrants other than: than (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission SEC of the Prospectus SupplementRegistration Statement, (iii) any notice and/or application(s) to each applicable Trading Market Nasdaq for the issuance and sale of the Shares and Warrants and the listing of the Securities Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms SEC and conditions of this Agreement and the transactions contemplated herein; applicable state law filings, and (v) such filings as are required to be made under applicable state securities laws obtaining of any necessary lender's consent in connection with the Company's primary credit facility (collectively, the “"Required Approvals”").

Filings, Consents and Approvals. The Except as disclosed in the SEC Reports, 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (v) such consents, waivers and authorizations that shall be obtained prior to Closing (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: (i) the filings required pursuant to Section 4.4 4.3 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) the filing with the Commission of a Form S-3 pursuant to Rule 462(b) to register additional securities for the transactions contemplated hereunder, (iv) prompt application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) 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: (i) the filings required pursuant to Section 4.4 ‎4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; consents that have been obtained and (v) such filings as are required to be made under applicable state securities laws laws, the rules and regulations of the NYSE Amex and the rules and regulations of FINRA (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus SupplementRegistration Statement, (ii) the filings required by Section 4.7, (iii) application(s) to each applicable Trading the application with the Eligible Market for the listing of the Securities Underlying Shares for trading thereon in the time and manner required thereby, (iv) to the extent that stockholder approval is required pursuant to the 19.99% Rule for the issuance of the Board a number of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; Underlying Shares greater than permitted under such rule and (v) such as required by blue sky 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Shares for trading thereon in the time and manner required thereby, ; (iviii) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (iv) the filing with the China Securities Regulatory Commission (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, provincial, 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: than (i) the filings required pursuant to Section 4.4 of this Agreement4.4, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Shares and the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iii) the Contractual Approvals set forth on Schedule 3.1(e) and (iv) approval the filing of Form D with the Board of Directors of the terms SEC and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable provincial and 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: (i) the filings required pursuant to Section 4.4 4.2 of this Agreement, ; (ii) the filing with the Commission of the Prospectus Supplement, ; (iii) application(s) to each applicable the Trading Market for the listing of the Securities Common Shares for trading thereon in the time and manner required thereby, ; (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws; and (v) such consents, waivers, authorizations or orders, or such filings, as have been obtained or made (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: than (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with filings required pursuant to the Commission terms of the Prospectus SupplementRegistration Rights Agreement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and Commission (v) such filings as are required to be made under applicable state securities laws and (vi) those that have been made or obtained prior to the date of this Agreement (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: than (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus SupplementRegistration Statement, (iii) application(s) application to each the applicable Trading Market for the listing of the Securities Conversion Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of the Board Certificate of Directors Designations with the Secretary of State of the terms and conditions State of this Agreement and the transactions contemplated herein; Delaware, and (v) 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 (other than the Holders) in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: than (i) the filings required pursuant to Section 4.4 of this AgreementAuthorized Share Action, (ii) the filing of Form D with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, (iii) filing of the registration statement contemplated hereby and (iv) filing of any of the foregoing with the appropriate Trading Market(s) (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: (i) the filings required pursuant to Section 4.4 4.6 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Underlying Shares for trading thereon in the time and manner required thereby, (iviii) approval the filing of a Form D and Form 8-K with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (iv) Shareholder Approval (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (v) such consents, waivers, authorizations or orders, or such filings, as have been obtained or made (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, thereby,(iv) the filing of a Form D with the Commission and (ivv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (vvi) 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: (i) the filings required pursuant to Section 4.4 4.6 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Conversion Shares for trading thereon in the time and manner required thereby, (iviii) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (iv) the consent of St. Xxxxxx Investments LLC (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws laws, and (v) with respect to the Warrant put right, Shareholder Approval (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(sthose filings or consents that have already been made or obtained prior to the date of this Agreement, (iv) application (s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; thereby and (v) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares for trading thereon in the time and manner required thereby, and (iv) approval of consent and wavier pursuant to the Board of Directors of the terms Securities Purchase Agreements and conditions of this Agreement Placement Agent Agreements, dated December 24, 2020, dated January 11, 2021, and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws dated February 9, 2021 (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: (i) the filings required pursuant to Section 4.4 4.6 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Shares for trading thereon in the time and manner required thereby, (iii) the filing with the Commission of the Prospectus Supplement and (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Securities Shares for trading thereon in the time and manner required thereby, if any; (iii) the registration statement required to be filed by the Registration Rights Agreement; and (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) 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: (i) the filings required pursuant to Section 4.4 4.3 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the additional listing of the Securities Shares for trading thereon in the time and manner required thereby, (iv) approval of the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made under applicable state securities laws and (v) such consents, waivers or authorizations which have been duly obtained prior to the date hereof (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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval if applicable, the filing of Form D with the Board of Directors of the terms and conditions of this Agreement and the transactions contemplated herein; Commission, (v) if applicable, any filings needed to be made pursuant to Australian securities laws, and (vvi) 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: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Securities Shares and the Warrant Shares for trading thereon in the time and manner required thereby, (iv) approval the filing of Form D with the Board of Directors of the terms Commission and conditions of this Agreement and the transactions contemplated herein; and (v) such filings as are required to be made with the Financial Industry Regulatory Authority (“FINRA”) or under applicable state securities laws laws, and (v) Stockholder Approval (collectively, the “Required Approvals”).