Common use of Form D Clause in Contracts

Form D. The Company agrees to file a Form D with respect to the Convertible Debentures, Warrants, Warrant Shares and Conversion Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Convertible Debentures, Warrants, the Warrant Shares and Conversion Shares, or obtain an exemption for the Convertible Debentures, Warrants, the Warrant Shares and Conversion Shares for sale to the Buyer(s) at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyer(s) on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Convertible Debentures, Warrants, Warrant Shares offer and Conversion Shares sale of the Notes as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. D. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Convertible DebenturesNotes, Bridge Warrants, Bridge Warrant Shares and Bridge Shares (and the Conversion Warrants, Conversion Warrant Shares and Conversion Shares), or obtain an exemption for the Convertible DebenturesNotes, Bridge Warrants, Bridge Warrant Shares and Bridge Shares (and the Conversion Warrants, Conversion Warrant Shares and Conversion Shares Shares) for sale to the Buyer(s) Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyer(s) Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Convertible DebenturesSeries A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares and Conversion Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Convertible DebenturesSeries A Preferred Shares, the Conversion Shares, the Warrants, and the Warrant Shares and for, or obtain exemption for the Series A Preferred Shares, the Conversion Shares, or obtain an exemption for the Convertible Debentures, Warrants, and the Warrant Shares and Conversion Shares for for, sale to the Buyer(s) Buyers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyer(s) Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect ------ to the Convertible DebenturesDebenture, Warrants, Warrant Shares Shares, and Conversion Shares as required under Regulation D and to provide a copy thereof to each the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Convertible DebenturesDebenture, Warrants, the Warrant Shares Shares, and Conversion Shares, or obtain an exemption for the Convertible DebenturesDebenture, Warrants, the Warrant Shares Shares, and Conversion Shares Shares, as the case may be, for sale to the Buyer(s) Buyer at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyer(s) Buyer on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Convertible Debentures, Escrow Shares, Warrants, Warrant Shares and Conversion Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Convertible Debentures, Escrow Shares, Warrants, the Warrant Shares and Conversion Shares, or obtain an exemption for the Convertible Debentures, Escrow Shares, Warrants, the Warrant Shares and Conversion Shares for sale to the Buyer(s) Buyers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyer(s) Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Convertible Debentures, Escrow Shares, Warrants, Warrant Shares and Conversion Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Convertible Debentures, Warrants, the Warrant Shares and Shares, Conversion Shares, and Escrow Shares, if applicable, or obtain an exemption for the Convertible Debentures, Escrow Shares, Warrants, the Warrant Shares and Conversion Shares for sale to the Buyer(s) Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyer(s) Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Convertible DebenturesNotes, the Warrants, Warrant the Note Conversion Shares and Conversion the Warrant Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Datedate hereof, take such action as the Company shall reasonably determine is necessary to qualify the Convertible DebenturesNotes, the Warrants, the Note Conversion Shares and the Warrant Shares and Conversion Sharesfor, or to obtain an exemption for the Convertible Debentures, Warrants, issuance of the Notes and the Warrants and the sale of the Note Conversion Shares and Warrant Shares and Conversion Shares for sale to the Buyer(s) at the Closing Buyers pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States, States and shall provide evidence of any such action so taken to the Buyer(s) Buyers on or prior to the Closing Datedate hereof.

Form D. The Company agrees to file a Form D with respect to the Convertible Debentures, Escrow Shares, Warrants, Warrant Shares and Conversion Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Convertible Debentures, Escrow Shares, Warrants, the Warrant Shares and Conversion Shares, or obtain an exemption for the Convertible Debentures, Escrow Shares, Warrants, the Warrant Shares and Conversion Shares for sale to the Buyer(s) Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyer(s) Buyers on or prior to the Closing Date.

Form D. The Company agrees to file a Form D with respect to the Convertible Debentures, the Conversion Shares, the Warrants, and the Warrant Shares and Conversion Shares as required under Regulation D and to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Convertible Debentures, the Conversion Shares, the Warrants, and the Warrant Shares and for, or obtain exemption for the Debentures, the Conversion Shares, or obtain an exemption for the Convertible Debentures, Warrants, and the Warrant Shares and Conversion Shares for for, sale to the Buyer(s) Buyers at the Closing pursuant to this Agreement under applicable securities or “"Blue Sky” " laws of the states of the United States, and shall provide evidence of any such action so taken to the Buyer(s) Buyers on or prior to the Closing Date.