Common use of Governmental Consents Clause in Contracts

Governmental Consents. No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial governmental authority on the part of the Company is required for the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Subscription, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by and Regulation D of the Company on a timely basisSecurities Act.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant notices required or permitted to applicable state securities laws and post-sale filings pursuant to applicable be filed with certain state and federal securities lawscommissions, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to applicable state compliance with the securities and blue sky laws in the states and post-sale filings pursuant to applicable state and federal securities lawsother jurisdictions in which Securities are offered and/or sold, which notices compliance will be filed by the Company on a timely basiseffected in accordance with such laws.

Governmental Consents. No consent, approval, order, or ---------------------- authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial governmental authority on the part of the Company or the Subsidiary is required for in connection with the execution, delivery, and performance by the Company execution of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated hereby or thereby, except for other than filings that have been made pursuant to applicable required under federal and state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made filings, if any, pursuant to applicable state the securities laws and of the states of residence of the Investor, or such other post-sale closing filings pursuant to applicable state and federal securities laws, which notices will as may be filed by the Company on a timely basisrequired.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the executionconsummation of the transactions contemplated by this Agreement, deliveryexcept such as has been duly and validly obtained or filed, or with respect to any filings pursuant to Regulation D of the Securities Act, and performance by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices that must be made after each Closing, as will be filed by the Company on in a timely basismanner.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or any of its subsidiaries is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant notices required or permitted to applicable state securities laws and post-sale filings pursuant to applicable be filed with the Principal Market or certain state and federal securities lawscommissions, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, qualification or authorization authority of, or registration, qualification, designation, declaration, registration or filing with, any federal, state, local, state or provincial federal governmental authority on the part of the Company is required for in connection with the valid execution, delivery, and delivery or performance by the Company of this Agreement and Agreement, or the offer, issuance, and sale or issuance of the Note Conversion Shares, or the consummation of any transaction contemplated hereby, except for such filings that as have been made pursuant prior to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisdate hereof.

Governmental Consents. No consent, approval, order, order or --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities lawsRegulation D of the Securities Act of 1933, which notices will be filed by as amended (the Company on a timely basis."Securities Act"). --------------

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for the filing of the Restated Certificate with the Secretary of State of the State of Delaware and any filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable as may be required under state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No permit, consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company is required for in connection with the execution, delivery, execution and performance delivery by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated hereby, except for filings that have been made pursuant to Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No permit, consent, approval, orderlicense, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, court or provincial governmental authority on the part of the Company other Governmental Entity is required for to be obtained or made in connection with the execution, delivery, and delivery or performance by the Company of this Agreement and by the offer, issuance, and sale Stockholder or the consummation by the Stockholder of any of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basistransactions contemplated hereby.

Governmental Consents. No consent, approval, order, qualification or authorization authority of, or registration, qualification, designation, declaration, registration or filing with, any federal, state, local, state or provincial federal governmental authority on the part of the Company is required for in connection with the valid execution, delivery, and delivery or performance by the Company of this Agreement and Agreement, or the offer, issuance, and sale or issuance of the Note Conversion Shares, or the Warrant Amendment or the consummation of any transaction contemplated hereby, except for such filings that as have been made pursuant prior to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisdate hereof.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company Seller is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities lawsRegulation D of the Securities Act of 1933, which notices will be filed by as amended (the Company on a timely basis"Securities Act").

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant to under all other applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will as may be filed required in connection with the transactions contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, or notice to, any federal, state, local, state or provincial local governmental authority (each, a “Governmental Entity”) on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, issuance and sale of the SharesShares and Warrants to the Purchasers, except for such filings that as have been made pursuant prior to applicable state securities laws the date hereof, and such additional post-sale Closing filings pursuant as may be required to comply with applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, qualification or authorization authority of, or registration, qualification, designation, declaration, registration or filing with, any federal, state, local, state or provincial federal governmental authority on the part of the Company is required for in connection with the valid execution, delivery, and delivery or performance by the Company of this Agreement and Agreement, or the offer, issuance, and sale or issuance of the Warrant Shares, or the consummation of any transaction contemplated hereby, except for such filings that as have been made pursuant prior to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisdate hereof.

Governmental Consents. No consent, approval, order, order or --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant to applicable any filing required by federal or state securities laws and postexcept, under certain circumstances, for filings and notifications under the Xxxx-sale filings pursuant to applicable state and federal securities lawsXxxxx-Xxxxxx Improvements Act of 1976, which notices will be filed by the Company on a timely basisas amended, where applicable.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant to applicable state securities laws and any post-sale filings pursuant to applicable state and federal securities laws, which notices filings will be filed by effected within the Company on a timely basisapplicable time periods.

Governmental Consents. No consent, approval, order, order or --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant to applicable state securities laws and the post-sale filings pursuant to applicable federal and state and federal securities laws, which notices will be filed by the Company on a timely basisundertakes to file within the applicable time periods.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company Issuer is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transaction contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for any filings that have been made may be required pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and or federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, federal or provincial state governmental authority on the part of the Company Borrower or any of its subsidiaries is required for in connection with the execution, delivery, delivery and performance by the Company of this Agreement and the offer, issuance, and sale or issuance of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisSecurities.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that pursuant to state securities laws (all of which have been made pursuant by the Company, other than those that are required to applicable state securities laws be made after the Closing and post-sale filings pursuant to applicable state and federal securities laws, which notices that will be filed duly made within the time period required by the Company on a timely basissuch laws).

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and and/or the offer, issuance, and sale of the SharesNotes, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities lawsRegulation D of the Securities Act of 1933, which notices will be filed by as amended (the Company on a timely basis“Securities Act”).

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transactions contemplated by the Company on a timely basisthis Subscription Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, valid execution and performance delivery by the Company of this Agreement and the offerTransaction Documents to which it is a party, issuance, and sale or the consummation by the Company of the Sharestransactions contemplated by the Transaction Documents to which it is a party, except for filings that have been made pursuant to applicable federal or state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisfiling of the Certificate of Designation with the Secretary of State of Delaware.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.in connection with the

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Body is required on the part of Sellers or the Company is required for Selling Person in connection with the execution, delivery, sale and performance by the Company of this Agreement and the offer, issuance, and sale purchase of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed Assets or any of the other transactions contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, approval or authorization of, or registration, qualificationdeclaration, designation, declaration, qualification or filing with, any federal, state, local, or provincial governmental authority on the part of the Company Company, other than the Shareholder Approval and the filing of the Certificate of Amendment, is required for in connection with the executionvalid execution and delivery of the Transaction Documents, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale or issuance of the Purchased Shares and the Note Shares, except for filings that have been made pursuant to or the consummation of any other transaction contemplated hereby other than as provided by applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, with any federal, state, local, or provincial governmental authority Governmental Entity on the part of the Company or any Subsidiary is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transactions contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for customary “blue sky” and Regulation D filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable under state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Note, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by Regulation D of the Company on a timely basisSecurities Act.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Subscription, except for filings that have been made pursuant to any applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by Regulation D of the Company on a timely basisSecurities Act.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, with any federal, state, local, local or provincial governmental authority on the part of the Company Borrower is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant notices required or permitted to applicable state securities laws and post-sale filings pursuant to applicable be filed with certain state and federal securities lawscommissions, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Body is required on the part of the Company is required for Buyer in connection with the execution, delivery, and performance transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisAgreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made required pursuant to applicable federal and state securities laws and post-sale filings pursuant to applicable state and federal securities blue sky laws, which notices filings will be filed by effected within the Company on a timely basisrequired statutory period.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant notices required or permitted to applicable state securities laws and post-sale filings pursuant to applicable be filed with certain state and federal securities lawscommissions, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company Seller is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings any filing that have been made pursuant to may be required under applicable federal and/or state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement or the Registration Rights Agreement except for (a) the execution, delivery, and performance approval by the Company of this Agreement and the offer, issuance, and sale NASDAQ Stock Market of the Shares, except for filings that have been made pursuant to applicable state securities laws listing of the Shares and post-sale filings pursuant to applicable state (b) the filing of one or more registration statements and federal securities laws, which notices will be filed all amendments thereto with the Commission as contemplated by the Company on a timely basisRegistration Rights Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the executionconsummation of the transactions contemplated by this Agreement, deliveryexcept (i) the filing of the Restated Certificate with the Secretary of State of the State of Delaware, and performance by the Company of this Agreement (ii) such filings required under applicable federal and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or its Subsidiaries is required for in connection with the execution, delivery, valid execution and performance by the Company delivery of this Agreement and Agreement, or the offer, issuance, and sale or issuance of the SharesShares hereunder, except for filings that have such as has already been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisobtained.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority (other than filings required to be made under applicable federal and state securities laws) on the part of the Company is required for in connection with the authorization, execution, deliverydelivery of the Transaction Documents and performance of all obligations of Company under the Transaction Documents, and performance by the Company of this Agreement authorization, issuance and the offer, issuance, and sale delivery of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisSecurities.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and federal securities laws, the laws of foreign jurisdictions in which notices will be filed by the Company on a timely basisStock is offered and sold.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority is required on the part of the Company is required for in connection with the execution, delivery, execution and performance by the Company delivery of this Agreement Warrant and the offer, issuance, sale and sale delivery of the Shares, except for such filings that as shall have been made pursuant prior to applicable and shall be effective on and as of the date of this Warrant, and except for filings required by federal and state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, with any federal, state, local, local or provincial governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant notices required or permitted to applicable state securities laws and post-sale filings pursuant to applicable be filed with certain state and federal securities lawscommissions, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for any filings that have been made may be required pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and or federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Authority on the part of the Company or the Guarantors is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for (1) any filings that have been made pursuant to required by applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will rules and regulations; or (2) such other post-closing filings as may be filed by the Company on a timely basisrequired.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial foreign governmental authority on the part of any of the Company Companies is required for in connection with the executionconsummation of the Acquisition, delivery, and performance the Contemplated Public Offering or any of the transactions contemplated by the Company of this Agreement and or the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisother Loan Documents.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any foreign, federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transactions contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, stateforeign, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the SharesTransaction Agreements, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities lawsRegulation D of the Securities Act of 1933, which notices will be filed by as amended (the Company on a timely basis"Securities Act").

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Authority on the part of the Company is required in connection with the offer, sale, issuance or reservation for issuance of the executionPurchased Securities, delivery, the valid execution and performance by the Company delivery of this Agreement and the offerother Principal Agreements, issuance, and sale or the consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by transactions contemplated under the Company on a timely basisPrincipal Agreements.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority on Governmental Entity is required in connection with the part consummation of the Company is required for the execution, delivery, and performance transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Sharesrelated transaction documents, except for filings that have been made pursuant registration or qualification, or taking such action to secure exemption from such registration or qualification, of the Purchased Shares under applicable state securities laws and post-sale filings pursuant to applicable state and or federal securities laws, which notices will actions shall be filed taken, by and at the Company expense of the Company, on a timely basisbasis as may be required.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or any of its subsidiaries is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, Registration Rights Agreement except for (i) filing with the Securities and Exchange Commission on Form 10-C; and (ii) such filings that as have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basismade.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made the filings, if any, required pursuant to applicable state securities or blue sky laws and post-sale filings any filing pursuant to applicable state Regulation A+ of the Securities and federal securities laws, which notices will be filed by the Company on a timely basisExchange Commission (“SEC”).

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisfiling of the Restated Certificate with the Secretary of State of Delaware.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the SharesAgreement, except for filings that have been made pursuant registration or qualification, or taking such action to secure exemption from such registration or qualification, of the Shares under applicable state securities laws and post-sale filings pursuant to applicable state and or federal securities laws, which notices will actions shall be filed taken, by and at the Company expense of the Company, on a timely basisbasis as may be required.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, qualification or filing with, any federal, state, local, state or provincial local governmental authority is required on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made filings, if any, required pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices filings will be filed by made within the Company on a timely basisrequired statutory period.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, with any federal, state, local, local or provincial governmental authority on the part of the Company Buyer is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transactions contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualificationdeclaration of, designation, declaration, or qualification or filing with, any federal, state, local, or provincial governmental authority on the part of the Company Governmental Entity is required for by or with respect to Purchaser in connection with the execution, delivery, execution and performance by the Company delivery of this Agreement and or the offer, issuance, and sale consummation of the Sharestransactions contemplated hereby, except for consents, approvals, orders, authorizations, registrations, declarations, qualifications or filings that have been made pursuant to applicable as may be required under federal or state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by in connection with the Company on a timely basistransactions set forth herein.

Governmental Consents. No consent, consent approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any U.S. federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transactions contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for on or prior to the execution, delivery, and performance by date hereof in connection with the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transactions contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or any of its subsidiaries is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for (i) filing with the Securities and Exchange Commission on Form 10-C; (ii) Shareholder Approval; and (iii) such filings that as have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basismade.

Governmental Consents. No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or provincial governmental authority Governmental Authority on the part of the Company Purchaser or any of its Affiliates is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale transfer of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by Shares or the Company on a timely basisconsummation of any other transaction contemplated hereby.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company Companies is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the SharesTransaction Documents, except for filings that have been made pursuant notices required or permitted to applicable state securities laws and post-sale filings pursuant to applicable be filed with certain state and federal securities lawscommissions, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for such other filings that have been made pursuant to as may be required by applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, or notice to, any federal, state, local, state or provincial local governmental authority (each, a “Governmental Entity”) on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, issuance and sale of the SharesShares and Warrants to Purchaser, except for such filings that as have been made pursuant prior to applicable state securities laws the date hereof, and such additional post-sale Closing filings pursuant as may be required to comply with applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company execution of this Agreement and the offer, issuance, and consummation of the sale of the Shares, except for filings that have been made pursuant Notes to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisInvestor as contemplated hereby.

Governmental Consents. No consent, approval, order, order or authorization --------------------- of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transactions contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transaction contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale issuance of the SharesIssue Shares and Warrants, except for such filings that have been made as are required pursuant to applicable federal and state securities laws and post-sale filings pursuant to applicable state and federal securities blue sky laws, which notices filings will be filed by effected within the Company on a timely basisrequired statutory period.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, or declaration of filing with, any federal, state, local, or provincial local governmental authority (other than filings required to be made under applicable Federal and State securities laws) on the part of the Company Licensee is required for in connection with the authorization, execution, delivery, and performance by the Company delivery of this Agreement and the offer, issuanceperformance of all obligations of Licensee under this Agreement, and sale the authorization, issuance and delivery of the Shares, except for filings that have been made Shares pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for post-Closing filings that have been made pursuant to as may be required under applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for the notification pursuant to an Application for Listing of Additional Shares to The Nasdaq Stock Market and filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by Regulation D of the Company on a timely basisSecurities Act.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, or notice to, any federal, state, local, state or provincial local governmental authority (each, a “Governmental Entity”) on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, issuance and sale of the SharesShares to the Purchasers, except for such filings that as have been made pursuant prior to applicable state securities laws the date hereof, and such additional post-sale Closing filings pursuant as may be required to comply with applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority Governmental Body is required on the part of the Company is required for Purchaser in connection with the execution, delivery, and performance transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisAgreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company Buyer Parties is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the SharesContemplated Transactions except filings with the Secretary of State of Georgia, except for SEC and filings that have been made pursuant to applicable state securities laws and poston Form 8-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.K.

Governmental Consents. No consent, approval, order, order or --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant with respect to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities lawsRegulation D of the Securities Act, which notices will be filed by the Company on a timely basisif any.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority in the United States on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to under applicable United States federal and state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will may be filed by made after the Company on a timely basisClosing.

Governmental Consents. No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federalnational, state, local, provincial or provincial local governmental authority or any non-government Person on the part of the Company Purchaser and Parent is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transactions contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and or the offer, issuance, and sale of the SharesCommon Stock Purchase Agreement, except for filings that have been made required pursuant to applicable federal and state securities laws and post-sale filings pursuant to applicable state and federal securities blue sky laws, which notices filings will be filed by effected within the Company on a timely basisrequired statutory period.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority of any country on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transactions contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, federal state or provincial local governmental authority on the part of the Company Purchaser is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed transactions contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or any of its Subsidiaries is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for such filings that have been made required pursuant to applicable federal and state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices filings will be filed by effected within the Company on a timely basisrequired statutory period.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, or notice to, any federal, state, local, state or provincial local governmental authority on or self regulatory agency in the part of the Company United States is required for in connection with the execution, delivery, and performance consummation of transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisAgreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement other than a Form D to be filed with the Securities and Exchange Commission and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to required by applicable state securities laws and post-sale filings pursuant to applicable state and federal securities blue sky laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company Parent or Sub is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for such filings that have been made as are required pursuant to applicable federal and state securities laws and post-sale filings pursuant to applicable state and federal securities blue sky laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company or its subsidiary (the “Subsidiary”) is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and Transaction Documents, except such as may be required under the offerAct, issuance, and sale the rules of the Shares, except for filings that have been made pursuant to applicable Financial Industry Regulatory Authority (“FINRA”) or state securities laws and post-sale filings pursuant to applicable state and federal securities or blue sky laws, which notices will be filed by if applicable (collectively, the Company on a timely basis“Required Approvals”).

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the SharesRelated Agreements, except for such filings that have been made required pursuant to applicable federal and state securities laws and post-sale filings pursuant to applicable state and federal securities blue sky laws, which notices filings will be filed by effected within the Company on a timely basisrequired statutory period.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority authority, domestic or foreign, on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basisAgreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, registration qualification, designation, declaration, designation declaration or filing with, with any federal, state, local, local or provincial governmental authority on or any other regulatory agency or authority is required in connection with the part issuance, sale and delivery of the Company is required for the execution, delivery, and performance Shares as contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that which have been made pursuant prior to Closing under applicable federal and state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, qualification or authorization of, or of registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial federal governmental authority on the part of the Company is required for in connection with the valid execution, deliverydelivery or performance of this Stock Purchase Agreement or the Related Agreements, and performance or the offer, sale or issuance of the Shares or the consummation of any transaction contemplated hereby, except such additional filings as will be made by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to comply with applicable state and federal securities laws, which notices will be filed by and with applicable general corporation laws of the Company on a timely basisvarious states.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and consummation of the transactions contemplated by this Agreement or the Management Agreement or in connection with the performance by the Company of this Agreement and any of its obligations hereunder or thereunder including but not limited to, the valid offer, issuanceissue, and sale or delivery of the Shares, except for filings that have been made pursuant to applicable state securities laws and post-sale the filings pursuant to applicable state and federal securities laws, which notices will be filed by laws and the Company on a timely basisrespective rules thereunder.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, local or provincial governmental authority on the part of the Company or any Guarantor is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the SharesTransaction Documents, except for filings that have been made pursuant notices required or permitted to applicable state securities laws and post-sale filings pursuant to applicable be filed with certain state and federal securities lawscommissions, which notices will be filed by the Company on a timely basis.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, state or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance by the Company of this Agreement and the offer, issuance, and sale consummation of the Sharestransactions contemplated by this Agreement, except for filings that have been made pursuant to the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”) and any applicable state securities laws and post-sale filings pursuant to applicable state the rules and federal securities laws, which notices will be filed by the Company on a timely basisregulations promulgated thereunder.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial local governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, Transaction Documents except for filings that have been made pursuant to applicable state compliance with the securities and blue sky laws in the states and post-sale filings pursuant to applicable state and federal securities lawsother jurisdictions in which Securities are offered and/or sold, which notices compliance will be filed by the Company on a timely basiseffected in accordance with such laws.

Governmental Consents. No consent, approval, order, or --------------------- authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, or provincial governmental authority on the part of the Company is required for in connection with the execution, delivery, and performance consummation of the transactions contemplated by the Company of this Agreement and the offer, issuance, and sale of the Shares, except for filings that have been made required pursuant to applicable federal and state securities laws and post-sale filings pursuant to applicable state and federal securities blue sky laws, which notices will be filed by filings the Company on a timely basiscovenants shall be made within the required statutory periods.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualification, designation, declaration, declaration or filing with, any federal, state, local, governmental entity or provincial governmental authority regulatory body (a "Governmental Entity") is required on the part of the Company is required for in connection with the executionexecution and delivery of the Transaction Documents, delivery, and performance by the Company of this Agreement and the offer, issuanceissue, sale and sale delivery of the Shares, except for filings that have been made pursuant Securities or the other transactions to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed consummated as contemplated by the Company on a timely basisthis Agreement.

Governmental Consents. No consent, approval, order, order or authorization of, or registration, qualificationdeclaration of, designation, declaration, or qualification or filing with, any federalGovernmental Entity, state, local, or provincial governmental authority on the part of the Company is required for by or with respect to either of Sellers or Stockholder in connection with the execution, delivery, delivery and performance by the Company of this Agreement and or the offer, issuance, and sale consummation of the Sharestransactions contemplated hereby, except for such consents, approvals, orders, authorizations, registrations, declarations, qualifications or filings that have been made pursuant to applicable as may be required under federal or state securities laws and post-sale filings pursuant to applicable state and federal securities laws, which notices will be filed by in connection with the Company on a timely basistransactions contemplated hereby.