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icles as in effect at the time of the Closing, (ii) the Company's Bylaws as in effect at the time of the Closing, and (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby. 5. 1272863 v2iSF EFTA00585589 (e) Blue Sky. The Company shall have obtained all necessary "b
urchase of the Shares under this Agreement (the "Closing") shall take place at 1:00 p.m. on or before July 2012, at the offices of Cooley LLP, 101 California Street, 5th Floor, San Francisco, CA 94111-5800 or at such other time or place as the Company and Purchaser may mutually agree (such date is hereinafter r
icles as in effect at the time of the Closing, (ii) the Company's Bylaws as in effect at the time of the Closing, and (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby. (e) Blue Sky. The Company shall have obtained all necessary "blue sky" permits and qualificatio
f the Shares under this Agreement (the "Closing") shall take place at 1:00 p.m. on or before August 3+4y-_, 2012, at the offices of Cooley LLP, 101 California Street, 5th Floor, San Francisco, CA 94111-5800 or at such other time or place as the Company and Purchaser may mutually agree (such date is hereinafter r
icles as in effect at the time of the Closing, (ii) the Company's Bylaws as in effect at the time of the Closing, and (iii) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby. (e) Blue Sky. The Company shall have obtained all necessary "blue sky" permits and qualificatio
se of the Shares under this Agreement (the "Closing") shall take place at 1:00 on or before August July-_, 2012, at the offices of Cooley LLP, 101 California Street, 5th Floor, San Francisco, CA 94111-5800 or at such other time or place as the Company and Purchaser may mutually agree (such date is hereinafter r
Entities connected to both the Board of Directors and California Street

Samantha Power
PERSONthe State of California
LOCATIONALIPHCOM
ORGANIZATION
Ghislaine Maxwell
PERSONthe County of San Francisco
LOCATIONRepresentations and Warranties True
ORGANIZATIONCalifornia Corporate Securities Law
ORGANIZATIONRequisite Power and Authority
ORGANIZATIONCooley LLP
ORGANIZATIONOwn Account
ORGANIZATIONLegal Investment
ORGANIZATIONthe Transfer Restrictions
ORGANIZATIONNo Broker-Dealer
ORGANIZATIONdaly-August
ORGANIZATION