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 or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing filings as may be required pursuant to federal securities laws and under the “Blue Sky” laws of the various states.

Governmental Consents. No consent, approval, order order, or ---------------------- authorization of, or registration, qualification, designation, declaration declaration, or filing with, any federal, state state, local, or local provincial governmental authority on the part of the Company or the Subsidiary is required in connection with the execution of this Agreement and the consummation of the transactions contemplated by this Agreementhereby or thereby, except certain post-closing other than filings as may be required pursuant to under federal and state securities laws and under the “Blue Sky” laws of the various stateslaws.

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

Governmental Consents. No consent, approval, order qualification or authorization authority of, or registration, qualification, designation, declaration registration or filing with, any federallocal, state or local federal governmental authority on the part of the Company is required in connection with the consummation valid execution, delivery or performance of the transactions contemplated by this Agreement, or the offer, sale or issuance of the Warrant Shares, or the consummation of any transaction contemplated hereby, except certain post-closing such filings as may be required pursuant have been made prior to federal securities laws and under the “Blue Sky” laws of the various statesdate hereof.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing such as has been duly and validly obtained or filed, or with respect to any filings as may be required pursuant to federal securities laws and under the “Blue Sky” laws Regulation D of the various statesSecurities Act, and applicable state securities laws, that must be made after each Closing, as will be filed in a timely manner.

Governmental Consents. No consent, approval, qualification, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company is required in connection with the consummation Company’s valid execution, delivery or performance of this Warrant, the offer, sale or issuance of the transactions contemplated Warrant Shares by this Agreementthe Company, except certain other than any notices or filings required to be filed with the SEC to register the Warrant Shares pursuant to the terms hereof or such post-closing filings as may be required pursuant to federal under applicable state securities laws and under laws, which will be timely filed within the “Blue Sky” laws of the various statesapplicable periods therefor.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain for any post-closing sale filings as may be required pursuant to federal applicable state securities laws and under laws, which filings will be effected within the “Blue Sky” laws of the various statesapplicable time periods.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain filings, if any, pursuant to the securities laws of the states of residence of the Investor, or such other post-closing filings as may be required pursuant to federal securities laws and under the “Blue Sky” laws of the various statesrequired.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority (each, a “Governmental Entity”) on the part of the Company is required in connection with the consummation issuance and sale of the transactions contemplated by this AgreementShares and Warrants to the Purchasers, except certain such filings as have been made prior to the date hereof, and such additional post-closing Closing filings as may be required pursuant to comply with applicable state and federal securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with the Principal Market or certain post-closing filings as may be required pursuant to state and federal securities laws and under the “Blue Sky” laws of the various statescommissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain for the post-closing sale filings as may be required pursuant to applicable federal and state securities laws and under laws, which the “Blue Sky” laws of Company undertakes to file within the various statesapplicable time periods.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing filings as may be for any filing required pursuant to by federal or state securities laws and except, under certain circumstances, for filings and notifications under the “Blue Sky” laws ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Improvements Act of the various states1976, as amended, where applicable.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing the filing of the Restated Certificate with the Secretary of State of the State of Delaware and any filings as may be required pursuant to under state and federal securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, or local governmental authority on the part of the Company is required in connection with the valid execution and delivery by the Company of the Transaction Documents to which it is a party, or the consummation by the Company of the transactions contemplated by this Agreementthe Transaction Documents to which it is a party, except certain post-closing for filings as may be required pursuant to federal or state securities laws and under the “Blue Sky” laws filing of the various statesCertificate of Designation with the Secretary of State of Delaware.

Governmental Consents. No consent, approval, order approval or authorization of, or registration, qualificationdeclaration, designation, declaration qualification or filing with, any federal, state or local governmental authority on the part of the Company Company, other than the Shareholder Approval and the filing of the Certificate of Amendment, is required in connection with the valid execution and delivery of the Transaction Documents, the offer, sale or issuance of the Purchased Shares and the Note Shares, or the consummation of the transactions any other transaction contemplated hereby other than as provided by this Agreement, except certain post-closing filings as may be required pursuant to federal applicable securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or of filing with, any federal, state state, or 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 in connection with the consummation authorization, execution, delivery of the transactions contemplated by this Agreement and performance of all obligations of Licensee under this Agreement, except certain post-closing filings as may be required and the authorization, issuance and delivery of the Shares pursuant to federal securities laws and under the “Blue Sky” laws of the various statesthis Agreement.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain for post-closing Closing filings as may be required pursuant to federal under applicable state securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing Agreement and such other filings as may be required pursuant to federal by applicable state securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company Seller is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing filings as for any filing that may be required pursuant to under applicable federal and/or state securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federalFederal, state or local governmental authority is required on the part of the Company is to enable the Company to execute, deliver and perform its obligations under the Transaction Documents except for such qualifications or filings under applicable securities laws as may be required in connection with the consummation of the transactions contemplated by this Agreement. All such qualifications and filings will, except certain post-closing filings as may in the case of qualifications, be required pursuant to federal securities laws effective on the Closing and under will, in the “Blue Sky” laws case of filings, be made within the various statestime prescribed by law.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing for filings as may be required pursuant to federal state securities laws (all of which have been made by the Company, other than those that are required to be made after the Closing and under that will be duly made within the “Blue Sky” laws of the various statestime period required by such laws).

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this the Agreement, except certain post-closing filings for registration or qualification, or taking such action to secure exemption from such registration or qualification, of the Shares under applicable state or federal securities laws, which actions shall be taken, by and at the expense of the Company, on a timely basis as may be required pursuant to federal securities laws and under the “Blue Sky” laws of the various statesrequired.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company or any Guarantor is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing such state securities filings in the several states as may be required pursuant to federal securities laws and under necessary, which filings will be timely effected after the “Blue Sky” laws of the various statesClosing.

Governmental Consents. No consent, approval, order order, or authorization of, of or registration, qualification, designation, declaration declaration, or filing with, any federal, state state, or local governmental authority is required on the part of the Company is in order to enable the Company to execute, deliver, and perform its obligations under the Transaction Agreements except for such qualifications or filings under applicable securities laws as may be required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing which qualifications or filings as may have been made or will be required pursuant to federal securities laws and under made promptly following the “Blue Sky” laws of the various statesapplicable Closing Date, in accordance with applicable law.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain post-closing filings as may be required pursuant to state and federal securities laws and under the “Blue Sky” laws of the various statescommissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, with any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain post-closing filings as may be required pursuant to state and federal securities laws and under the “Blue Sky” laws of the various statescommissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any United States federal, state or local governmental authority is required on the part of the Company is required in connection with the consummation Company's valid execution, delivery and performance of the transactions contemplated by this Agreement, except certain post-closing for any filings as may under any applicable United States state or foreign securities laws. The filings under United States state securities laws, if any, will be required pursuant to federal securities laws and under effected by the “Blue Sky” laws of Company at its cost within the various statesapplicable stipulated statutory period.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing for any filings as that may be required pursuant to state or federal securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company is required in connection with the consummation execution and delivery of this Warrant and the offer, issuance, sale and delivery of the transactions contemplated by this AgreementShares, except certain post-closing such filings as may shall have been made prior to and shall be required pursuant to federal securities laws effective on and under the “Blue Sky” laws as of the various statesdate of this Warrant, and except for filings required by federal and state securities laws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing qualification with, any federal, state or local governmental authority Governmental Entity is required on the part of the Company is required in connection with the consummation execution and delivery of the Transaction Documents, the offer, issue, sale and delivery of the Shares or the other transactions to be consummated as contemplated by this Agreement, except certain post-closing qualifications or filings as may be required pursuant to federal under the Securities Act and other applicable state securities laws which qualifications or filings, if required, will be obtained or made and under will be effective within the “Blue Sky” laws of the various statestime periods required by law.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration declaration, or filing with, any federal, state state, or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing the Company Agreements other than those filings as may required to be required made to perfect the security interests granted by the Company pursuant to federal securities laws and under the “Blue Sky” laws of the various statesCompany Agreements.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company Governmental Entity is required in connection with the consummation of the transactions contemplated by this AgreementAgreement and the related transaction documents, except certain post-closing filings for registration or qualification, or taking such action to secure exemption from such registration or qualification, of the Purchased Shares under applicable state or federal securities laws, which actions shall be taken, by and at the expense of the Company, on a timely basis as may be required pursuant to federal securities laws and under the “Blue Sky” laws of the various statesrequired.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, Agreement and the Registration Rights Agreement except certain postfor (i) filing with the Securities and Exchange Commission on Form 10-closing C; and (ii) such filings as may be required pursuant to federal securities laws and under the “Blue Sky” laws of the various stateshave been made.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority (each, a “Governmental Entity”) on the part of the Company is required in connection with the consummation issuance and sale of the transactions contemplated by this AgreementShares and Warrants to Purchaser, except certain such filings as have been made prior to the date hereof, and such additional post-closing Closing filings as may be required pursuant to comply with applicable state and federal securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing filings as may be required for the notification pursuant to federal an Application for Listing of Additional Shares to The Nasdaq Stock Market and filings pursuant to applicable state securities laws and under the “Blue Sky” laws Regulation D of the various statesSecurities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, Agreement except certain postfor (i) filing with the Securities and Exchange Commission on Form 10-closing C; (ii) Shareholder Approval; and (iii) such filings as may be required pursuant to federal securities laws and under the “Blue Sky” laws of the various stateshave been made.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration declaration, or filing with, any federal, state state, or local governmental authority on the part of the Company Holdings is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing the Holdings Agreements other than those filings as may required to be required made to perfect the security interests granted by Holdings pursuant to federal securities laws and under the “Blue Sky” laws of the various statesHoldings Agreements.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this AgreementSubscription, except certain post-closing for filings as may be required pursuant to federal any applicable state securities laws and under the “Blue Sky” laws Regulation D of the various statesSecurities Act.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority Governmental Authority on the part of the Company is required in connection with the Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, except such as have been obtained or made by the Company and are in full force and effect and except for notices required or permitted to be filed with certain post-closing filings as may be required pursuant to state and federal securities laws and under the “Blue Sky” laws of the various statescommissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority (each, a “Governmental Entity”) on the part of the Company is required in connection with the consummation issuance and sale of the transactions contemplated by this AgreementShares to the Purchasers, except certain such filings as have been made prior to the date hereof, and such additional post-closing Closing filings as may be required pursuant to comply with applicable state and federal securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, or 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 in connection with the consummation authorization, execution, delivery of the transactions contemplated by this Agreement, except certain post-closing filings as may be required pursuant to federal securities laws Transaction Documents and performance of all obligations of Company under the “Blue Sky” laws Transaction Documents, and the authorization, issuance and delivery of the various statesSecurities.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing for filings as may be required pursuant to federal applicable state securities laws and under Regulation D of the Securities Act of 1933, as amended (the “Blue Sky” Securities Act”), and the laws of foreign jurisdictions in which the various statesStock is offered and sold.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation issuance of the transactions contemplated by this AgreementIssue Shares and Warrants, except certain post-closing for such filings as may be are required pursuant to applicable federal and state securities laws and under blue sky laws, which filings will be effected within the “Blue Sky” laws of the various statesrequired statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing (i) the filing of the Restated Certificate with the Secretary of State of the State of Delaware and (ii) such filings as may be required pursuant to under applicable state and federal securities laws and under laws, which filings will be timely filed within the “Blue Sky” laws of the various statesapplicable periods therefor.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with (i) the consummation execution, delivery and performance of the transactions contemplated by this AgreementTransaction Documents, and (ii) the issuance, sale and delivery of the Shares, except certain post-closing for such filings as may be required pursuant to applicable federal and state securities laws and under blue sky laws, which filings, if any, will be effected by the “Blue Sky” laws of Company within the various statesrequired statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company Companies is required in connection with the consummation of the transactions contemplated by this Agreementthe Transaction Documents, except for notices required or permitted to be filed with certain post-closing filings as may be required pursuant to state and federal securities laws and under the “Blue Sky” laws of the various statescommissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company or its Subsidiaries is required in connection with the consummation valid execution and delivery of the transactions contemplated by this Agreement, except certain post-closing filings as may be required pursuant to federal securities laws and under or the “Blue Sky” laws offer, sale or issuance of the various statesShares hereunder, except such as has already been obtained.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration qualification or filing with, any federal, state or local governmental authority is required on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing filings as may be for filings, if any, required pursuant to federal applicable state securities laws and under laws, which filings will be made within the “Blue Sky” laws of the various statesrequired statutory period.

Governmental Consents. No consent, approval, order order, or authorization of, of or registration, qualification, designation, declaration declaration, or filing with, any federal, state state, or local governmental authority is required on the part of the Company is in order to enable the Company to execute, deliver, and perform its obligations under this Agreement except for such qualifications or filings under applicable securities laws as may be required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing which qualifications or filings as may have been made or will be required pursuant to federal securities laws and under made promptly following the “Blue Sky” laws of the various statesapplicable Closing Date, in accordance with applicable law.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing for any filings as may be required pursuant to state and federal securities laws and under laws, all of which filings will be effected in a timely manner. The Company has received all material licenses, permits, orders or approvals from governmental bodies required for the “Blue Sky” laws conduct of the various statesits business as currently conducted.

Governmental Consents. No consent, approval, qualification, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company is required in connection with the consummation Company's valid execution, delivery or performance of the transactions contemplated by this Agreement, the offer, sale or issuance of the Notes or the purchase of the Shares by the Company except certain such post-closing filings as may be required pursuant to federal under applicable state securities laws and under laws, which will be timely filed by the “Blue Sky” laws of Company within the various statesapplicable periods therefor.

Governmental Consents. (i) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except for such notices required or permitted to be filed with certain post-closing filings as may be required pursuant to state and federal securities laws and under commissions after the “Blue Sky” laws date of the various statesthis Agreement, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, federal or state or local governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation offer, sale or issuance of the transactions contemplated by this AgreementSecurities and the Underlying Shares, except certain post-closing filings as may be required pursuant to federal securities laws and under for the “Blue Sky” laws filing of the various statesAmendments in the office of the Secretary of State of the State of Florida, which shall be filed by the Company on or prior to the Closing.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company is in order to enable the Company to execute, deliver and perform its obligations under this Agreement and the Debenture except for such qualifications or filings under applicable securities laws as may be required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing . All such filings as may will be required pursuant to federal securities laws and under made within the “Blue Sky” laws of the various statestime prescribed by law.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing for the filing of a Form D and any other filings as may required to be required pursuant to federal securities laws and made under the “Blue Sky” securities laws of the various statesstate in which each Investor resides, which will be made by the Company as required by such laws, and the filing of a registration statement and all amendments thereto with the SEC as contemplated by this Agreement.

Governmental Consents. No consent, approval, order or authorization of, or registrationrepresentation, qualification, designation, declaration or filing filings with, any United States federal, state state, local or local governmental provincial government authority on the part of the Company Purchasers is required in connection with the consummation Purchasers' valid execution, delivery or performance of the transactions contemplated by this Agreement, except certain post-closing filings as may be required pursuant to federal securities laws and under Related Documents or the “Blue Sky” laws purchase of the various statesCommon Stock or the Series A Preferred Stock by the Purchasers.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company or any Guarantor is required in connection with the consummation of the transactions contemplated by this Agreementthe Transaction Documents, except for notices required or permitted to be filed with certain post-closing filings as may be required pursuant to state and federal securities laws and under the “Blue Sky” laws of the various statescommissions, which notices will be filed on a timely basis.

Governmental Consents. No consent, approval, order or --------------------- authorization of, or registration, qualification, designation, declaration or ----------- filing with, any federalFederal, state state, local or local provincial governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, Agreement except certain post-closing for such filings as may be required pursuant to federal by applicable Federal and state securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority (each, a “Governmental Entity”) on the part of the Company is required in connection with the consummation issuance and sale of the transactions contemplated by this AgreementShares to the Investor, except certain such filings as have been made prior to the date hereof, and such additional post-closing Closing filings as may be required pursuant to comply with applicable state and federal securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority ("Consents and Filings") on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain postfor (i) such Consents and Filings as have been or will be obtained or made prior to the Closing, (ii) pre-closing sale filings as may be required pursuant to federal under applicable state or foreign securities laws and under the “Blue Sky” laws of the various states.which have been or will be timely filed and

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation issuance or exercise of the transactions contemplated by this AgreementWarrant, except certain post-closing for (i) such federal and state securities filings as may be required pursuant necessary, which filings will be timely effected after the date hereof and (ii) such other approval that has been obtained prior to federal securities laws and under the “Blue Sky” laws of the various statesdate hereof.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company is required in connection with the consummation execution and delivery of this Agreement or the offer, issuance, sale and delivery of the transactions contemplated Shares. Based in part on the representations made by the Purchaser in Section 4 of this Agreement, except certain post-closing filings as may be required pursuant to federal securities laws the offer and under the “Blue Sky” laws sale of the various statesShares to the Purchaser will be in compliance with applicable Federal and state securities laws.

Governmental Consents. No consent, approval, order qualification or authorization of, or of registration, qualification, designation, declaration or filing with, any federallocal, state or local federal governmental authority on the part of the Company is required in connection with the valid execution, delivery or performance of this Stock Purchase Agreement or the Related Agreements, or the offer, sale or issuance of the Shares or the consummation of the transactions any transaction contemplated by this Agreementhereby, except certain post-closing such additional filings as may will be required pursuant made by the Company to comply with applicable state and federal securities laws laws, and under the “Blue Sky” with applicable general corporation laws of the various states.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this AgreementAgreement or the Management Agreement or in connection with the performance by the Company of any of its obligations hereunder or thereunder including but not limited to, the valid offer, issue, sale or delivery of the Shares, except certain post-closing for the filings as may be required pursuant to applicable federal securities laws and under the “Blue Sky” laws of the various statesrespective rules thereunder.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company is required in connection with the consummation execution and delivery of this Warrant, the issuance, sale and delivery of the Warrant Shares, or the other transactions to be consummated upon exercise of this Warrant, as contemplated by this AgreementWarrant, except certain post-closing such filings as may shall have been made prior to and shall be required pursuant to federal securities laws effective on and under the “Blue Sky” laws as of the various statessuch exercise.

Governmental Consents. No consent, approval, order or authorization of, or registration, registration qualification, designation, designation declaration or filing with, with any federal, state state, local or local provincial governmental authority on the part of the Company or any other regulatory agency or authority is required in connection with the consummation issuance, sale and delivery of the transactions Shares as contemplated by this Agreement, Agreement except certain post-closing for filings as may be required pursuant which have been made prior to Closing under applicable federal and state securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualificationdeclaration of, designation, declaration or qualification or filing with, any federalGovernmental Entity, state or local governmental authority on the part of the Company is required by or with respect to either of Sellers or Stockholder in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreementhereby, except certain post-closing for such consents, approvals, orders, authorizations, registrations, declarations, qualifications or filings as may be required pursuant to under federal or state securities laws and under in connection with the “Blue Sky” laws of the various statestransactions contemplated hereby.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company Governmental Authority is required in connection with the consummation of the transactions contemplated by this Agreementthe Transaction Agreements, except certain post-closing filings for registration or qualification, or taking such action to secure exemption from such registration or qualification, of the Purchased Stock under applicable state or federal securities laws, which actions shall be taken, by and at the expense of the Company, on a timely basis as may be required pursuant to federal securities laws and under the “Blue Sky” laws of the various statesrequired.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, or local governmental authority on the part of the Company is required in connection with the valid execution and delivery by the Company of the Transaction Documents to which it is a party, or the consummation by the Company of the transactions contemplated by this Agreementthe Transaction Documents to which it is a party, except certain post-closing for such filings as may be required pursuant have been made prior to federal securities laws and under the “Blue Sky” laws of the various statesFirst Closing.

Governmental Consents. No consent, approval, qualification, order or authorization of, or registration, qualification, designation, declaration or filing with, any federallocal, state state, or local federal governmental authority is required on the part of the Company is required in connection with the consummation its valid execution, delivery, or performance of the transactions contemplated by this Agreement, the Shareholders Agreement or the offer, sale or issuance of the Shares, except certain such post-closing Closing filings as may be required pursuant to federal securities laws and under applicable laws, all of which will be timely filed after the “Blue Sky” laws of Closing within the various statesapplicable periods therefor.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing filings as may be required for the filing of a Notice of Transaction pursuant to federal securities laws and under the “Blue Sky” laws Section 25102(f) of the various statesLaw, which filing will be effected within the time prescribed by law.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company is in order to enable the Company to execute, deliver and perform its obligations under this Agreement, or to execute and deliver the Registration Rights Agreement, except for such qualifications or filings under applicable securities laws as may be required to be made after the Closing in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing filings as may be required pursuant to federal securities laws and under the “Blue Sky” laws of the various states.

Governmental Consents. No Other than filings which are required or --------------------- permitted to be made pursuant to federal or state securities laws, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing filings as may be required pursuant to federal securities laws and under the “Blue Sky” laws of the various states.

Governmental Consents. No consent, approval, order order, or authorization of, of or registration, qualification, designation, declaration declaration, or filing with, any federal, state state, or local governmental authority is required on the part of the Company is in order to enable the Company to execute, deliver, and perform its obligations under the Transaction Agreements except for such qualifications or filings under applicable securities laws as may be required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing which qualifications or filings as may have been made or will be required pursuant to federal securities laws and under made promptly following the “Blue Sky” laws of the various statesapplicable Closing Date, in accordance with applicable law .

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this AgreementSubscription, except certain post-closing for filings as may be required pursuant to federal applicable state securities laws and under the “Blue Sky” laws laws, Regulation D of the various statesSecurities Act and the approval of the additional listing of the Shares, Warrant Shares and Placement Agent Warrant Shares with the NYSE MKT.

Governmental Consents. No consent, approval, order order, or authorization of, or registration, qualification, designation, declaration declaration, or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with for the consummation execution, delivery, and performance by the Company of the transactions contemplated by this AgreementTransaction Documents and the offer, issuance, and sale of the Shares, except certain for post-closing sale filings as may be required pursuant to applicable state and federal securities laws and under laws, which will be made by the “Blue Sky” laws of the various statesCompany on a timely basis.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation offer, sale or issuance of the transactions contemplated by this AgreementUnits, except certain post-closing filings for the following: (i) the filing by the Company of such notices as may be required pursuant to federal securities laws and under the “Blue Sky” laws of Securities Act and (ii) the various statescompliance with any applicable state securities laws, which compliance will have occurred within the appropriate time periods therefor.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing for such filings as may be required pursuant to applicable federal and state securities laws and under laws, which filings will be effected within the “Blue Sky” laws of the various statesrequired statutory period.

Governmental Consents. No consent, approval, waiver, permit, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state Governmental Entity or local governmental authority any other individual or entity is required on the part of the Company is required in connection with the consummation execution and delivery of this Agreement or the Ancillary Agreements, the offer, issuance, sale and delivery of the transactions contemplated by this AgreementShares, except certain post-closing filings as may be required pursuant to federal securities laws the issuance and under the “Blue Sky” laws delivery of the various states.shares of Common Stock issuable upon conversion of the Shares or the other transactions to be

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing for such filings as may be required pursuant to applicable federal and state securities laws and under laws, which filings will be effected within the “Blue Sky” laws of the various statesrequired statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing for such filings as may be required to be made pursuant to applicable federal or state securities laws laws, and under except for such consents, approvals, authorizations or orders the “Blue Sky” laws absence of which, either individually or in the various statesaggregate, would not be reasonably expected to have a Material Adverse Effect.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, with any federal, state or local governmental authority Governmental Entity is required on the part of the Company is required Seller in connection with the consummation execution and delivery of this Agreement, or the offer, sale and delivery of the transactions Shares, as contemplated by this Agreement, except certain post-closing such filings as may shall have been made prior to and shall be required pursuant to federal securities laws effective on and under the “Blue Sky” laws as of the various statesClosing and such filings required to be made after the Closing under applicable federal and state securities laws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state state, local or local provincial governmental authority on the part of the Company or any of its subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for the filing of the Certificate of Designations and notices required or permitted to be filed with the Principal Market or certain post-closing filings as may be required pursuant to state and federal securities laws and under the “Blue Sky” laws of the various statescommissions, which notices will be filed on a timely basis.

Governmental Consents. No Other than filings which are required or permitted to be made pursuant to federal or state securities laws, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the execution, delivery and consummation of the transactions contemplated by this Agreement, except certain post-closing Agreement and the other Transaction Documents and the performance by Company of its obligations hereunder and thereunder. All such filings as may shall be required pursuant to federal securities laws and under made within the “Blue Sky” laws of the various statestime prescribed by law.

Governmental Consents. No consent, approval, order qualification or authorization of, or of registration, qualification, designation, declaration or filing with, any federallocal, state or local federal governmental authority on the part of the Company ▇▇▇▇▇▇▇▇▇.▇▇▇ is required in connection with the consummation valid execution, delivery or performance of the transactions contemplated by this Agreement, or the offer, sale or issuance of the Shares or the consummation of any transaction contemplated hereby, except certain post-closing such additional filings as may will be required pursuant made by ▇▇▇▇▇▇▇▇▇.▇▇▇ to comply with applicable state and federal securities laws laws, and under the “Blue Sky” with applicable general corporation laws of the various states.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, provincial, state or local governmental authority or from or to an other Person on the part of the Company Seller is required in connection with the consummation of the transactions contemplated by this Agreement, except certain filings required pursuant to federal and state securities laws, which filings will be effected no later than the time such filings are required to be filed, or such other post-closing filings as may be required pursuant to federal securities laws and under the “Blue Sky” laws of the various statesrequired.

Governmental Consents. No consent, approval, authorization or other order or authorization of, or registration, qualification, designation, declaration qualification or filing with, any federalregulatory body, state administrative agency, self-regulatory organization, stock exchange or local market or other governmental authority on body in the part United States is required for the execution and delivery of this Agreement and the valid issuance and sale of the Company is required in connection with the consummation of the transactions contemplated by Shares to be sold pursuant to this Agreement, except certain post-closing for those that have already been made or obtained and except for any securities filings as may required to be required pursuant to made after the Closing under foreign, federal or state securities laws and under the “Blue Sky” laws of the various stateslaws.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement, except certain post-closing for the federal and state securities law filings to be made by the Company as may be required pursuant to federal securities laws and under set forth on the “Blue Sky” laws Schedule of the various statesExceptions.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with (i) the consummation of the transactions contemplated by execution, delivery and performance this Agreement, and (ii) the issuance, sale and delivery of the Shares, except certain post-closing for such filings as may be required pursuant to applicable federal and state securities laws and under blue sky laws, which filings, if any, will be effected by the “Blue Sky” laws of Company within the various statesrequired statutory period.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation valid execution and delivery of the transactions contemplated by this Agreement, except certain post-closing filings as may be required pursuant to federal securities laws and under or the “Blue Sky” laws offer, sale or issuance of the various statesPreferred Shares hereunder, except such as has already been obtained or as is not required to be obtained prior to the First Closing.

Governmental Consents. No consent, approvalaction, order approval or authorization of, or registration, qualification, designation, declaration or filing with, any federaldomestic or foreign court, state government, governmental agency, authority, entity or local governmental authority on the part of the Company instrumentality ("Governmental Entity") is required to authorize, or is otherwise required in connection with with, the execution and delivery of this Agreement by Seller, Seller's performance of the terms of this Agreement, the consummation of the transactions contemplated by this AgreementPre-Closing Transactions, or the validity or enforceability hereof against Seller, except certain postfor Customary Post-closing filings as may be required pursuant to federal securities laws and under the “Blue Sky” laws of the various statesClosing Consents.

Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation issuance of the transactions contemplated by this AgreementSecurities, except certain post-closing for such filings as may be required pursuant to federal applicable national, provincial and local securities laws and under laws, which filings will be effected within the “Blue Sky” laws of the various statesrequired statutory periods.

Governmental Consents. No consent, approval, qualification, order or authorization of, or registration, qualification, designation, declaration or filing with, any federallocal, state state, or local federal governmental authority is required on the part of the Company is required in connection with the consummation Company’s valid execution, delivery or performance of the transactions contemplated by this Agreement, or the offer, sale or issuance of the Shares by the Company, except certain post-closing such filings as may have been made prior to the Closing and except any notices of sale required to be required pursuant to federal securities laws filed with the Securities and Exchange Commission under the “Blue Sky” laws Regulation D of the various statesSecurities Act.