Common use of Furnishing of Information Clause in Contracts

Furnishing of Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to the Securities Act within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. (a) Until the earlier to occur of the time that (i) all Purchasers own no Purchaser owns Securities Securities, or (ii) the Warrants have expired, the Company covenants that it will maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to use all commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any a Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will use all commercially reasonable efforts to take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time commencing on the Closing Date and ending at such time that all of the Securities Act. The may be sold without the requirement for the Company represents and warrants that it is to be in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to each Purchaser’s other available remedies, the Company shall, as partial liquidated damages and not as a penalty, increase the aggregate principal amount of each Note by 30% of the Securities Act then aggregate principal amount of such Note and Rule 405 accrued interest thereon on the day of Regulation S-T, each as in effect and amended as of the date hereofa Public Information Failure.

Furnishing of Information. Until As long as the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredPurchasers own Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction Filing Date (as defined in the WarrantsRegistration Rights Agreement) in pursuant to Section 13(a) or 15(d) of the Exchange Act. If at any time prior to the date on which the Company is not the surviving entity or in which Purchasers may resell all of their Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the capital stock of Securities Act (as determined by counsel to the Company is acquired pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent for the benefit of and enforceable by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Purchasers) the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch sections, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in this Section. The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until As long as the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act, and . If at any time prior to the date on which the Purchaser may resell all of their Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (as determined by counsel to the Company shall not terminate its status as an issuer required to file reports pursuant to a written opinion letter to such effect, addressed and acceptable to the Exchange Act even if Company's transfer agent for the Exchange Act or benefit of and enforceable by the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the WarrantsPurchaser) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in this Section. The Upon the request of any such Person, the Company represents and warrants that shall deliver to such Person a written certification of a duly authorized officer as to whether it is in material compliance has complied with all such requirements. In connection with any future access or diligence of the requirements (including, without limitationCompany by the Purchaser, the reporting, submission Company agrees that its will not furnish to the Purchaser any non-public information unless it first discloses in writing that such information is of such character and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofPurchaser thereafter agrees to receive such information.

Furnishing of Information. (a) Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to (i) use its best efforts to maintain the registration of the Securities under the Exchange Act, and (ii) maintain the registration of the ADSs under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities Securities, including without limitation, under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act Act, including without limitation, within the requirements of the exemption provided by Rule 144 144. (b) At any time during the period commencing from the six (6) month anniversary of the Securities Act. The Company represents date hereof and warrants ending at such time that it is in material compliance with all of the requirements Warrant ADSs (assuming cashless exercise) may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) becomes an issuer described in Rule 144(i)(1)(i) in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Warrant ADSs, an amount in cash equal to two percent (2.0%) of the aggregate Exercise Price of such Purchaser’s Warrants commencing on the day of a Public Information Failure (or, in the event that the Warrants are not “in the money” (i.e., the intrinsic value of the Warrant is greater than zero) on the date of such Public Information Failure, on the earlier of (i) the 15th day after such Public Information Failure or (ii) the first Trading Day after such Public Information Failure that the Warrants are “in the money”) and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Warrant ADSs pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until As long as the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction Filing Date (as defined in the WarrantsRegistration Rights Agreement) in pursuant to Section 13(a) or 15(d) of the Exchange Act. If at any time prior to the date on which the Company is not the surviving entity or in which Purchaser may resell all of its Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the capital stock of Securities Act (as determined by counsel to the Company is acquired pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent for the benefit of and enforceable by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Purchaser) the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch sections, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in this Section. The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. So long as any of the Shares shall, at any time, constitute “restricted securities” within the meaning of Rule 144(a)(3), upon written request, the Company shall (regardless of whether the Company is at such time subject to Sections 13 or 15(d) of the Exchange Act) provide to any holder, beneficial owner or prospective purchaser of such Shares, the information required to be delivered pursuant to Rule 144A(d)(4) to facilitate the resale of such Shares pursuant to Rule 144A. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredShares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if or the Company is not then subject to the reporting requirements of the Exchange ActSecurities Laws. Until such time that no Purchaser owns Shares, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person, it will prepare and furnish to the Purchasers and make publicly available in accordance (i) copies of documents or reports, if any, that the Company is required to file with Rule 144(c)(1the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act such information as is and (ii) the reports required for to be provided to the Purchasers to sell the Securities under Rule 144 of the Securities Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to the Securities Act within Laws and will deliver such reports to the requirements Purchasers in accordance with the Securities Laws. Any such document or report that the Company files with the Commission through the Commission’s XXXXX system or SEDAR, as applicable, shall be deemed furnished to the Purchasers for purposes of this Section 4.1 at the time such documents are filed or furnished via the Commission’s XXXXX system or SEDAR, as applicable. Delivery of the exemption provided by Rule 144 documents or reports to the Purchasers is for informational purposes only, and the Purchasers’ receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Securities Act. The Company represents and warrants that it is in material Company’s compliance with all any of its covenants hereunder (as to which the requirements (including, without limitation, Purchasers are entitled to conclusively rely exclusively on the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofcertificate delivered pursuant to Section 2.4(a)(iv)).

Furnishing of Information. Until As long as the earlier of the time that (i) no Purchaser owns Securities or (ii) the Purchased Shares, the Warrants have expiredor the Warrant Shares, the Company covenants to will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof Closing Date pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13, 14 or 15(d) of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securitiesthe Purchased Shares, the Warrants or the Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act, annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company also agrees that prior to and during the Effectiveness Period (as defined in the Registration Rights Agreement) it will make available or give to the Purchaser all notices and other information made available or given to the common shareholders and preferred shareholders of the Company generally, contemporaneously with the making available or giving thereof to the common shareholders and the preferred shareholders. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as any holder of Securities the Purchaser may reasonably request, all to the extent required from time to time to enable such Person the Purchaser to sell such Securities the Purchased Shares, the Warrants or the Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act. The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationPurchaser, the reporting, submission and posting Company shall deliver to the Purchaser a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. (a) Until the earlier to occur of the time that (i) no the Purchaser owns Securities no Securities, or (ii) the Warrants have expired, the Company covenants that it will maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to use all commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will use all commercially reasonable efforts to take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time commencing on the Closing Date and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or impairment of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate principal amount of the Note and accrued interest thereon, held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty (30) days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Conversion Shares or Warrant Shares pursuant to Rule 144. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.5(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of one and one-half percent (1.5%) per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until Beginning on the earlier Closing Date, the Company shall use commercially reasonable efforts to comply with the Pink Basic Disclosure Guidelines which set forth the disclosure obligations that make up the “Alternative Reporting Standard” for OTC Pink companies as such obligations are published by the OTC Markets Group, Inc. In addition, the Company shall file a Registration Statement on Form 8-A as soon as practicable, but in no event no later than five (5) Trading Days, after the effective date of first registration statement filed by the Company that is declared effective by the SEC which registers securities held by the Purchaser or any of its Affiliates. If after the date hereof the Company becomes subject to the rules and regulations of the time that (i) no Exchange Act and as long as the Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities Securities, including without limitation, under Rule 144 144. In addition, the Company shall file with Commission current “Form 10 information”, as defined in Rule 144(i)(3), as soon as practicable after the date the Company becomes subject to the rules and regulations of the Securities Exchange Act, reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i). The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act Act, including without limitation, within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof144.

Furnishing of Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredany Securities, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns any Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities Securities, including without limitation, under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act Act, including without limitation, within the requirements of the exemption provided by Rule 144 of 144. With regard to the Securities Act. The purchased relating to the Purchasers' Existing Debt Amount owed by the Plum Mine Special Purpose Company LLC, as evidenced by the Existing Promissory Notes issued by the Plum Mine Special Purpose Company, the Company represents and warrants that it is in material compliance with all of has been advised by counsel that, if the requirements (includingPurchasers sought to transfer such Securities immediately after the Closing, without limitation, the reporting, submission and posting requirements) of such Securities would be eligible for tacking under Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof144.

Furnishing of Information. Until the earlier of the time that (i) no As long as any Purchaser owns Securities the Debentures or (ii) the Warrants have expiredDebenture Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if and, unless filed by XXXXX, promptly furnish, but in no event later than two (2) Business Days after the Company is not then subject to filing thereof with the reporting requirements Commission, such Purchaser with true and complete copies of the Exchange Actall such filings, and the Company shall will not terminate its status as an issuer required to take any action or file reports pursuant to the Exchange Act even if any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personfiling obligations. As long as any Purchaser owns Securitiesthe Debentures or the Debenture Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company also agrees to send the following to each Purchaser prior to and during the Effectiveness Period (as defined in the Registration Rights Agreement): (i) on the same day as the release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries and (ii) copies of any notices and other information as is required for sent to the Purchasers to sell the Securities under Rule 144 stockholders of the Securities ActCompany generally, contemporaneously with the making available or giving thereof to the stockholders. The Company further covenants that it will take such further action as any holder of Securities the Debentures or the Debenture Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Debentures or the Debenture Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in Section 3.1(b). The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until Beginning on the earlier Closing Date, the Company shall use commercially reasonable efforts to comply with the Pink Basic Disclosure Guidelines which set forth the disclosure obligations that make up the “Alternative Reporting Standard” for OTC Pink companies as such obligations are published by the OTC Markets Group, Inc. In addition, the Company shall file a Registration Statement on Form 8-A as soon as practicable, but in no event no later than five (5) Trading Days, after the effective date of first registration statement filed by the Company that is declared effective by the SEC which registers securities held by a Purchaser or any of its Affiliates. If after the date hereof the Company becomes subject to the rules and regulations of the time that (i) no Exchange Act and as long as any Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers each Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities Securities, including without limitation, under Rule 144 144. In addition, the Company shall file with Commission current “Form 10 information”, as defined in Rule 144(i)(3), as soon as practicable after the date the Company becomes subject to the rules and regulations of the Securities Exchange Act, reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i). The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act Act, including without limitation, within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof144.

Furnishing of Information. Until As long as the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredPurchasers own ------------------------- Securities, the Seller agrees to help the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if extent the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company Seller's assistance is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personneeded. As long as any Purchaser owns the Purchasers own Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch sections, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of promulgated under the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of promulgated under the Securities Act. The Company Seller further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities Underlying Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including causing its attorneys to render and deliver any legal opinion required in order to permit a Purchaser to receive Shares free of all restrictive legends and to subsequently sell Shares under Rule 144 upon receipt of a notice of an intention to sell or other form of notice having a similar effect. The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until the earlier of the time that (i) no Purchaser As long as any Investor owns Securities or (ii) the Warrants have expiredShares, the Company covenants that, after such time as it becomes subject to the reporting requirements of the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act, and . If at any time prior to the date on which an Investor may resell all of its Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (as determined by counsel to the Company shall not terminate its status as an issuer required to file reports pursuant to a written opinion letter to such effect, addressed and acceptable to the Exchange Act even if Company's transfer agent for the Exchange Act or benefit of and enforceable by the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the WarrantsInvestor) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Investor and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities an Investor may reasonably request, all to the extent required from time to time to enable such Person person to sell such Securities Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in this Section. The Upon the request of any such person, the Company represents and warrants that shall deliver to such person a written certification of a duly authorized officer as to whether it is in material compliance has complied with all such requirements. In connection with any future access or diligence of the requirements (including, without limitationCompany by an Investor, the reporting, submission Company agrees that its will not furnish to the Investor any non-public information unless it first discloses in writing that such information is of such character and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofInvestor thereafter agrees to receive such information.

Furnishing of Information. (a) Until the earlier to occur of the time that (i) no the Purchaser owns Securities no Securities, or (ii) the Warrants have expired, the Company covenants that it will maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to use all commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will use all commercially reasonable efforts to take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time commencing on the Closing Date and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or impairment of its ability to sell the Securities, an amount in cash equal to 2.0% of the aggregate principal amount of the Note and accrued interest thereon, held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Conversion Shares or Warrant Shares pursuant to Rule 144. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.5(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. (a) Until the earlier to occur of the time that (i) no the Purchaser owns Securities no Securities, or (ii) the Warrants have expired, the Company covenants that it will maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to use all commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will use all commercially reasonable efforts to take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time commencing on the Closing Date and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to the Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or impairment of its ability to sell the Securities, an amount in cash equal to 2.0% of the aggregate principal amount of the Note and accrued interest thereon, held by the Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Conversion Shares or Warrant Shares pursuant to Rule 144. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.4(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit the Purchaser’s right to pursue actual damages for the Public Information Failure, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Notwithstanding the reportingforegoing, submission and posting requirements) of Rule 144(c)(1) in the event that a Public Information Failure is the result of the Securities Act and Rule 405 of Regulation S-TCompany having been delisted from the OTCBQ or any other nationally recognized stock exchange, each as in effect and amended as of the Company shall have ninety (90) days from the date hereofof such delisting to take reasonable best efforts to be relisted on a nationally recognized stock exchange, during which ninety (90) day period, the Public Information Failure Payments payable pursuant to this Section 4.4(b) shall not apply.

Furnishing of Information. (a) Until the earlier earliest of the time that (i) no Purchaser owns does not own any Securities or (ii) the Warrants have expired, the Company covenants to shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit . During such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securitiesperiod, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities under Rule 144 144. (b) At any time during the period commencing on the date hereof and ending at such time that Purchaser does not own any Securities or such Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) for a period of more than 30 consecutive days or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) for a period of more than 30 consecutive days (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Shares and/or Commitment Fee Shares, an amount in cash equal to five (5%) of the Securities Actaggregate Conversion Price of such Purchaser’s Note(s) on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchaser to transfer the Shares and/or Commitment Fee Shares pursuant to Rule 144. The Company further covenants that it will take payments to which a Purchaser shall be entitled pursuant to this Section 4.4(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such further action as any holder of Securities may reasonably request, Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the extent required from time Public Information Failure Payments is cured. In the event the Company fails to time make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to enable pursue actual damages for the Public Information Failure, and such Person Purchaser shall have the right to sell such Securities without registration pursuant pursue all remedies available to the Securities Act within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is at law or in material compliance with all of the requirements (equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1) of promulgated under the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of promulgated under the Securities Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 of the Securities Act144. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of promulgated under the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until As long as the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredPurchasers own ------------------------- Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act, and . If at any time prior to the date on which the Purchasers may resell all of their Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (as determined by counsel to the Company shall not terminate its status as an issuer required to file reports pursuant to a written opinion letter to such effect, addressed and acceptable to the Exchange Act even if Company's transfer agent for the Exchange Act or benefit of and enforceable by the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the WarrantsPurchasers) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch sections, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in this Section. The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. (a) Until the earlier earliest of the time that (i) no Purchaser owns does not own any Securities or (ii) the Warrants have expired, the Company covenants to shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit . During such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securitiesperiod, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities under Rule 144 144. (b) At any time during the period commencing on the date hereof and ending at such time that Purchaser does not own any Securities or such Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) for a period of more than 30 consecutive days or (ii) has ever been an issuer described in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) for a period of more than 30 consecutive days (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Shares, an amount in cash equal to five (5%) of the Securities Actaggregate Conversion Price of such Purchaser’s Note(s) on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchaser to transfer the Shares and/or pursuant to Rule 144. The Company further covenants that it will take payments to which a Purchaser shall be entitled pursuant to this Section 4.4(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such further action as any holder of Securities may reasonably request, Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the extent required from time Public Information Failure Payments is cured. In the event the Company fails to time make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to enable pursue actual damages for the Public Information Failure, and such Person Purchaser shall have the right to sell such Securities without registration pursuant pursue all remedies available to the Securities Act within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is at law or in material compliance with all of the requirements (equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until the earlier of the time that (i) no As long as any Purchaser owns Securities the Preferred Stock, the Warrants, the Conversion Shares or (ii) the Warrants have expiredWarrant Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12 of the Exchange Act or subject to Section 15(d) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if the Company is and will not then subject to the reporting requirements of the Exchange Act, and the Company shall take any action or file any document (whether or not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personfiling obligations. As long as any Purchaser owns Securitiesthe Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder the holders of Securities a majority of the Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Preferred Stock, the Warrants, the Conversion Shares, or the Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in Section 3.1(b). The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until the earlier of the time that (i) no As long as any Purchaser owns Securities the Debentures or (ii) the Warrants have expiredDebenture Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if and promptly furnish, but in no event later than five (5) business days after the Company is not then subject to filing thereof with the reporting requirements Commission, the Purchasers with true and complete copies of the Exchange Actall such filings, and the Company shall will not terminate its status as an issuer required to take any action or file reports pursuant to the Exchange Act even if any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personfiling obligations. As long as any Purchaser owns Securitiesthe Debentures or the Debenture Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities the Debentures or the Debenture Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Debentures or the Debenture Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in Section 3.1(b). The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until As long as any Stockholder owns Shares, the earlier Corporation covenants that, after such time as it becomes subject to the reporting requirements of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredExchange Act, the Company covenants to it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company Corporation after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act. If at any time prior to the date on which a Stockholder may resell all of its Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (as determined by counsel to the Corporation pursuant to a written opinion letter to such effect, addressed and acceptable to the Corporation’s transfer agent for the benefit of and enforceable by the Stockholder) and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company Corporation is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Stockholders and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company Corporation further covenants that it will take such further action as any holder of Securities a Stockholder may reasonably request, all to the extent required from time to time to enable such Person person to sell such Securities Common Stock without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of promulgated under the Securities Act and Rule 405 this Agreement. Upon the request of Regulation S-Tany such person, each the Corporation shall deliver to such person a written certification of a duly authorized officer as in effect and amended as to whether it has complied with such requirements. In connection with any future access or diligence of the date hereofCorporation by a Stockholder, the Corporation agrees that it will not furnish to the Stockholder any non-public information unless it first discloses in writing that such information is of such character and the Stockholder thereafter agrees to receive such information.

Furnishing of Information. So long as any of the Notes shall, at any time, constitute “restricted securities” within the meaning of Rule 144(a)(3), upon written request, the Company shall (regardless of whether the Company is at such time subject to Sections 13 or 15(d) of the Exchange Act) provide to any holder, beneficial owner or prospective purchaser of such securities, the information required to be delivered pursuant to Rule 144A(d)(4) to facilitate the resale of such securities pursuant to Rule 144A. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredNotes, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if or the Company is not then subject to the reporting requirements of the Exchange ActSecurities Laws. Until such time that no Purchaser owns Notes, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person, it will prepare and furnish to the Purchasers and make publicly available in accordance (i) copies of documents or reports, if any, that the Company is required to file with Rule 144(c)(1the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act such information as is and (ii) the reports required for to be provided to the Purchasers to sell the Securities under Rule 144 of the Securities Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to the Securities Act within Laws and will deliver such reports to the requirements Purchasers in accordance with the Securities Laws. Any such document or report that the Company files with the Commission through the Commission’s XXXXX system or SEDAR, as applicable, shall be deemed furnished to the Purchasers for purposes of this Section 4.1 at the time such documents are filed or furnished via the Commission’s XXXXX system or SEDAR, as applicable. Delivery of the exemption provided by Rule 144 documents or reports to the Purchasers is for informational purposes only, and the Purchasers’ receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Securities Act. The Company represents and warrants that it is in material Company’s compliance with all any of its covenants hereunder (as to which the requirements (including, without limitation, Purchasers are entitled to conclusively rely exclusively on the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofcertificate delivered pursuant to Section 2.5(a)(iv)).

Furnishing of Information. Until the earlier of the time that (i) no Purchaser owns Securities Preferred Stock or Underlying Shares or (ii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to the Securities Act within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until As long as the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredPurchasers own Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act, and . If at any time prior to the date on which the Purchasers may resell all of their Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (as determined by counsel to the Company shall not terminate its status as an issuer required to file reports pursuant to a written opinion letter to such effect, addressed and acceptable to the Exchange Act even if Company's transfer agent for the Exchange Act or benefit of and enforceable by the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the WarrantsPurchasers) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in this Section. The Upon the request of any such Person, the Company represents and warrants that shall deliver to such Person a written certification of a duly authorized officer as to whether it is in material compliance has complied with all such requirements. In connection with any future access or diligence of the requirements (including, without limitationCompany by the Purchasers, the reporting, submission Company agrees that its will not furnish to any Purchaser any non-public information unless it first discloses in writing that such information is of such character and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofsuch Purchaser thereafter agrees to receive such information.

Furnishing of Information. Until So long as the earlier of the time that (i) no Purchaser Buyer owns Securities or (ii) the Warrants have expiredSecurities, the ------------------------- Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act. If at any time prior to the date on which the Buyer may resell all of its Common Shares, Warrant Shares and Repricing Common Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to each of the holder of such securities and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the WarrantsCompany's transfer agent) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Buyer and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of the Securities may reasonably request, all to the extent required from time to time to enable such Person holder to sell such Securities Common Shares, Warrant Shares and Repricing Common Shares without registration pursuant to under the Securities Exchange Act within the requirements of the exemption provided by under Rule 144 of promulgated under the Securities Act. The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such holder, the reporting, submission and posting Company shall deliver thereto a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. (a) Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredno Securities, the Company covenants that it will maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to use all commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will use all commercially reasonable efforts to take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time commencing on the Closing Date and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or impairment of its ability to sell the Securities, an amount in cash equal to 2.0% of the Aggregate Principal Amount of the Note and accrued interest thereon, held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchaser to transfer the Conversion Shares pursuant to Rule 144. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.4(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until As long as any Holder owns the earlier of Preferred Stock or the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredUnderlying Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12 of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof Closing Date pursuant to Section 13, 14 or 15(d) of the Exchange Act even if and, unless filed by EDGAR, promptly furnish, but in no event later than two (2) business xxxx after the Company is not then subject to filing thereof with the reporting requirements Commission, the Holders with true and complete copies of the Exchange Actall such filings, and the Company shall will not terminate its status as an issuer required to take any action or file reports pursuant to the Exchange Act even if any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personfiling obligations. As long as any Purchaser Holder owns Securitiesthe Preferred Stock or the Underlying Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Holders and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act, annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company also agrees that prior to and during the Effectiveness Period (as defined in the Registration Rights Agreement) it will make available or give to the Holders all notices and other information as is required for made available or given to the Purchasers to sell the Securities under Rule 144 stockholders of the Securities ActCompany generally, contemporaneously with the making available or giving thereof to the stockholders. The Company further covenants that it will take such further action as any holder Holder of Securities the Preferred Stock or the Underlying Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Preferred Stock or the Underlying Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including delivering the legal opinion referenced in Section 3.1(b) hereof. The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. (a) Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to use its best efforts to maintain the registration of its Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities Securities, including without limitation, under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act Act, including without limitation, within the requirements of the exemption provided by Rule 144 144. (b) At any time during the period commencing from the six (6) month anniversary of the Securities Act. The Company represents date hereof and warrants ending at such time that it is in material compliance with all of the requirements Warrant Shares (assuming cashless exercise) may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) becomes an issuer described in Rule 144(i)(1)(i) in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Warrant Shares, an amount in cash equal to one percent (1.0%) of the aggregate Exercise Price of such Purchaser’s Warrants commencing on the day of a Public Information Failure (or, in the event that the Warrants are not “in the money” (i.e., the intrinsic value of the Warrant is greater than zero) on the date of such Public Information Failure, on the earlier of (i) the 15th day after such Public Information Failure or (ii) the first Trading Day after such Public Information Failure that the Warrants are “in the money”) and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Warrant Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. (a) Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredno Securities, the Company covenants that it will maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to use all commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will use all commercially reasonable efforts to take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time commencing on the Closing Date and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or impairment of its ability to sell the Securities, an amount in cash equal to 2.0% of the aggregate principal amount of the Note and accrued interest thereon, held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchaser to transfer the Conversion Shares pursuant to Rule 144. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.4(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until As long as any Investor owns the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser Investor owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch laws, it will prepare and furnish to the Purchasers Investors and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Investors to sell the Securities Shares and Warrant Shares under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Shares and Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 144. If, at any time after an Investor has held or is deemed to have held his, her, or its Common Shares comprising part of the Units (the “Unit Shares’) or Warrant Shares for a period of more than one year and is not yet eligible to sell his, her or its Unit Shares or Warrant Shares in reliance on Rule 144(k) under the Securities Act. The , the Company represents and warrants that it is or becomes delinquent with regard to the filing of an Exchange Act report resulting in material compliance with all an Investor’s inability to sell his, her, or its Unit Shares or Warrant Shares in reliance on Rule 144, the Company will be liable to each such Investor for partial liquidated damages, in each instance, until cured, in the amount of one percent (1% ) for each thirty (30) day period, of the requirements aggregate subscription amount paid for the number of Unit Shares and/or Warrant Shares that are then eligible for sale, as the case may be with respect to which the Investors experience an inability to sell in reliance on Rule 144; provided, however, that in no event shall the Company be liable for such partial liquidated damages for any period in excess of an aggregate of one hundred and eighty (including, without limitation, the reporting, submission and posting requirements180) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofdays.

Furnishing of Information. (a) Until the earlier to occur of the time that (i) no the Purchaser owns Securities no Securities, or (ii) 24 months from the Warrants have expireddate hereof, the Company covenants that it will maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to use all commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will use all commercially reasonable efforts to take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time commencing on the Closing Date and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or impairment of its ability to sell the Securities, an amount in cash equal to 2.0% of the aggregate principal amount of Notes and accrued interest thereon, held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. (a) Until the earlier of the time that (i) no Purchaser owns Securities or five (ii5) years from the Warrants have expiredClosing Date, the Company covenants to use its reasonable best efforts to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities Securities, including without limitation, under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act Act, including without limitation, within the requirements of the exemption provided by Rule 144. The foregoing covenants of the Company in this Section 4.3 shall not apply with respect to any Purchaser that beneficially owns less than 2% of the Securities purchased by such Purchaser pursuant to this Agreement. (b) At any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at such time that all of the Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or another applicable exemption from the registration requirements of the Securities Act, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the then outstanding Stated Value of such Purchaser’s Preferred Stock, after deducting the aggregate amount of any related Make-Whole Payments, and subject to a maximum aggregate amount of 10% of the originally issued Stated Value of Preferred Stock (deducting for this purpose the aggregate amount of any Make-Whole Payments which would become due to the Purchaser upon conversion of the Preferred Stock), on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated daily for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144 or another applicable exemption from the registration requirements of the Securities Act. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3 rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full on the aggregate Stated Value of Preferred Stock then outstanding (deducting for this purpose the aggregate amount of any Make-Whole Payments which would become due to the Holder upon the conversion of the Preferred Stock). For clarity, such Public Information Failure Payments are not payable from the Make-Whole Escrow Funds themselves. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until the earlier Reports under Securities Act and Exchange Act. To permit MxXxxxxxx to sell securities of the time that Company to the public without Registration (“Rule 144”), the Company agrees to: (I) make and keep public information available, as those terms are understood and defined in Rule 144; (II) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (III) furnish to the Investor so long as MxXxxxxxx owns Securities, promptly upon request, (i) no Purchaser owns a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities or Act and the Exchange Act, (ii) if not available on the Warrants have expiredSEC’s EXXXX system, a copy of the most recent annual or quarterly report of the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all such other reports required to be and documents so filed by the Company after the date hereof and (iii) such other information as may be reasonably requested to permit MxXxxxxxx to sell such securities pursuant to Rule 144 without Registration; and (IV) at the Exchange Act even request of MxXxxxxxx or any Investor holding Registrable Securities (a “Holder”), give its Transfer Agent instructions (supported by an opinion of counsel to the Company, if required or requested by the Company Transfer Agent) to the effect that, upon the Transfer Agent’s receipt from such Holder of a certificate (a “Rule 144 Certificate”) certifying (A) that the Holder’s holding period (as determined in accordance with the provisions of Rule 144) for the shares of Registrable Securities which the Holder proposes to sell (the “Securities Being Sold”) is not then subject less than (1) year and (B) as to the reporting requirements of the Exchange Act, and the Company shall not terminate its status such other matters as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person, it will prepare and furnish to the Purchasers and make publicly available may be appropriate in accordance with Rule 144(c)(1) 144 under the Securities Act, the Transfer Agent is to effect the transfer of the Securities Act Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such information shares on the Transfer Agent’s books and records (except to the extent any such legend or restriction results from facts other than the identity of the Holder, as is required for the Purchasers to sell seller or transferor thereof, or the Securities under Rule 144 status, including any relevant legends or restrictions, of the shares of the Securities ActBeing Sold while held by the Holder). The Company further covenants that it will take such further action as If the Transfer Agent reasonably requires any holder of Securities may reasonably request, to additional documentation at the extent required from time to time to enable such Person to sell such Securities without registration pursuant to the Securities Act within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitationtransfer, the reporting, submission and posting requirements) Company shall deliver or cause to be delivered all such reasonable additional documentation as may be necessary to effectuate the issuance of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofan unlegended certificate.

Furnishing of Information. Until the earlier earliest of the time that (i) no Purchaser owns Securities (based solely on a review of the transfer agent’s list of registered holders of Common Stock, a list of non-objecting beneficial holders, the registrar’s registry for the Debentures and the Company’s registry for the Warrants), (ii) the Debentures have matured or (iiiii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that that, if at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the Shares) is not effective or is not otherwise available for the sale or resale of the Shares, it will take such further action as any holder of Securities Purchaser may reasonably request, to the extent required from time to time time, to enable such Person Purchaser to sell such Securities Shares without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof144.

Furnishing of Information. Until the earlier of the time that (ia) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount of such Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (pro rated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until the earlier of the time that (i) no Purchaser As long as any Company Investor owns Securities or (ii) the Warrants have expiredRegistrable Shares, the Company covenants that, after such time as it becomes subject to the reporting requirements of the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act, and . If at any time prior to the date on which a Company Investor may resell all of its Shares and/or Note Shares without volume restrictions pursuant to Rule 144 (as determined by counsel to the Company shall not terminate its status as an issuer required to file reports pursuant to a written opinion letter to such effect, addressed and acceptable to the Exchange Act even if Company’s transfer agent for the Exchange Act or the rules benefit of and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which enforceable by the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if Investor) the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Company Investors and make publicly available in accordance with Rule 144(c)(1144 annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities a Company Investor may reasonably request, all to the extent required from time to time to enable such Person person to sell such Securities Registrable Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 144. Upon the request of any such person, the Company shall deliver to such person a written certification of a duly authorized officer as to whether it has complied with such requirements. In connection with any future access or diligence of the Securities Act. The Company represents and warrants by a Company Investor, the Company agrees that it will not furnish to the Company Investor any material non-public information unless it first discloses in writing that such information is of such character and the Company Investor thereafter agrees in material compliance with all of the requirements (including, without limitation, the reporting, submission writing to receive such information and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofto keep such information confidential.

Furnishing of Information. If the Common Stock is not registered under Section 12(b) or 12(g) of the Exchange Act on the date hereof, the Company agrees to cause the Common Stock to be registered under Section 12(g) of the Exchange Act on or before the 60th calendar day following the date hereof. Until the earlier earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities Securities, including without limitation, under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act Act, including without limitation, within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof144.

Furnishing of Information. (a) Until the earlier to occur of the time that (i) no the Purchaser owns Securities no Securities, or (ii) the Warrants have expired, the Company covenants that it will maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to use all commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will use all commercially reasonable efforts to take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time commencing on the Closing Date and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or impairment of its ability to sell the Securities, an amount in cash equal to 2.0% of the aggregate principal amount of the Note and accrued interest thereon, held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Conversion Shares or Warrant Shares pursuant to Rule 144. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.4(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until As long as any Purchaser owns the earlier Preferred Stock or the Conversion Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Purchasers (but not to such Purchaser's transferees, if any) and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that (i) no such filings would have been required to have been made under the Exchange Act. As long as any Purchaser owns Securities the Preferred Stock or (ii) the Warrants have expired, Conversion Shares during any time when the Company covenants is required to register its Common Stock under Section 12(b) or Section 12(g) of the Exchange Act or to file reports pursuant to Section 13, 14, or 15(d) of the Exchange Act, then the Company will cause the Common Stock to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if and promptly furnish, but in no event later than two (2) business days after the Company is not then subject to filing thereof with the reporting requirements Commission, the Purchasers with true and complete copies of the Exchange Actall such filings (unless filed by EDGAR), and the Company shall will not terminate its status as an issuer required to take any action or file reports pursuant to the Exchange Act even if any document (whether or xxx xermitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (filing obligations and will make and keep public information available, as those terms are defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities the Preferred Stock or the Conversion Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Preferred Stock or the Conversion Shares, without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act. The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until As long as the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act, and . If at any time prior to the date on which the Purchaser may resell all of their Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (as determined by counsel to the Company shall not terminate its status as an issuer required to file reports pursuant to a written opinion letter to such effect, addressed and acceptable to the Exchange Act even if Company's transfer agent for the Exchange Act or benefit of and enforceable by the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the WarrantsPurchaser) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, including the legal opinion referenced above in this Section. Upon the request of any such Person, the Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements. In connection with any future access or diligence of the Company by the Purchaser, the Company agrees that it will not furnish to the Purchaser any material non-public information unless it first discloses in writing that such information is of such character and the Purchaser thereafter agrees to receive such information and to meet such conditions as are deemed reasonably necessary by counsel to the Company to avoid violations of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until (a) As long as Investor owns Common Shares or the earlier of the time that (i) no Purchaser owns Securities Warrant or (ii) the Warrants have expiredWarrant Shares, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser the Investor owns SecuritiesCommon Shares or the Warrant or Warrant Shares, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Investor and make publicly available in accordance with Rule 144(c)(1) of the Securities Act 144 such information as is required for the Purchasers Investor to sell the Securities Common Shares, Warrant or Warrant Shares under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities Common Shares, Warrant or Warrant Shares may reasonably request, to the extent required from time to time to enable such Person to sell such Securities Common Shares, Warrant or Warrant Shares without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time during the period commencing from the lapse of the Securities Act. The Company represents Restriction Period and warrants ending at such time that it is in material compliance with all of the requirements (includingCommon Shares, Warrants and Warrant Shares may be sold without limitation, the reporting, submission and posting requirements) of requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) (other than any reason resulting from the actions or inactions of the Investor) then, the Company shall pay to Investor, in cash, as liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Common Shares, Warrants and Warrant Shares, an amount in cash equal to one percent (1.0%) of the aggregate Purchase Price of any Restricted Securities Act then owned on the day of a Public Information Failure and that on every thirtieth (30th) day (pro rated for periods totaling less than thirty (30) days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for Investor to transfer the Common Shares, Warrants and Warrant Shares pursuant to Rule 405 144. The payments to which Investor shall be entitled pursuant to this Section 4.2(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of Regulation S-T(i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, each such Public Information Failure Payments shall bear interest at the rate of 1.0% per month (prorated for partial months) until paid in full. All pro rated calculations made pursuant to this paragraph shall be based upon the actual number of days in such pro rated month. In no event shall the Company be obligated to pay aggregate Public Information Failure Payments in an amount greater than the dollar amount equal to 6% of the total Purchase Price. For the avoidance of doubt, the parties hereto agree that the Public Information Failure Payments set forth in this Section 4.2(b) relate solely to the Common Shares, Warrants and Warrant Shares to be issued under this agreement. As liquidated damages, the remedies provided in this Section 4.2(b) shall be the exclusive remedy available under this Agreement for the Public Information Failure, and Investor shall have no right to pursue any other remedies at law or in equity. Notwithstanding the foregoing, the Company and the Investor hereby acknowledge that (i) the Investor’s right to receive Public Information Failure Payments in cash is subordinate to the Company’s obligations under the Senior Credit Agreement as in effect and amended as of on the date hereof; (ii) the Company cannot make any Public Information Failure Payments in cash to the Investor pursuant to this Section without (x) the prior written consent of the lenders under the Senior Credit Agreement or (y) unless the Company’s obligations under the Senior Credit Agreement are satisfied; and (iii) the foregoing does not in any way limit or restrict Investor's right that the Registration Statement be filed in accordance with Section 6.1.

Furnishing of Information. Until the earlier of the time that (ia) no As long as any Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if Act. Upon the Company is not then subject to the reporting requirements request of the Exchange Actany such holder of Securities, and the Company shall not terminate its status deliver to such holder a written certification of a duly authorized officer as an issuer required to file reports pursuant to whether it has complied with the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personpreceding sentence. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144. (b) The Company acknowledges that the Purchasers currently own 4,339,581 Common Shares (the "Previously Issued Shares"), and the Company covenants to take such further action as any holder of the Previously Issued Shares may reasonably request, all to the extent required from time to time to enable such Person to sell, from and after September 25, 2003, all of such Previously Issued Shares, without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. The Company is unaware of any reason why the exemptions provided by Rule 144 of would not be available to the Securities Act. The Company represents and warrants that it is Purchasers in material compliance with all of order to enable the requirements (including, without limitation, the reporting, submission and posting requirements) of Purchasers to sell such Previously Issued Shares pursuant to Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended 144 as of the date hereofsuch date.

Furnishing of Information. (a) Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredno Securities, the Company covenants that it will maintain the registration of the Common Stock under Section 12(b) or 12(g) of the 0000-0000-0000.7 Exchange Act and to use all commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will use all commercially reasonable efforts to take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time commencing on the Closing Date and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or impairment of its ability to sell the Securities, an amount in cash equal to 2.0% of the aggregate principal amount of the Note and accrued interest thereon, held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchaser to transfer the Conversion Shares pursuant to Rule 144. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.4(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until the earlier As long as any of the time that (i) no Purchaser Purchasers owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to file in a timely file manner (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act, and . If at any time prior to the date on which a Purchaser may resell all of its Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (as determined by counsel to the Company shall not terminate its status as an issuer required to file reports pursuant to a written opinion letter to such effect, addressed and acceptable to the Exchange Act even if Company’s transfer agent for the Exchange Act or the rules benefit of and regulations thereunder would no longer require or otherwise permit such termination other than in connection with enforceable by a Fundamental Transaction (as defined in the WarrantsPurchaser) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch sections, it will prepare and furnish to the Purchasers Each Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemp­tions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in this Section. The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until the earlier As long as PSINet owns any shares of the time that (i) no Purchaser owns Securities Series B Preferred Stock or (ii) the Warrants have expiredCommon Stock, the Company Xpedior covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company Xpedior after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant . If at any time prior to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in date on which the Company is not the surviving entity or in which PSINet may resell all of the capital stock shares of the Company is Common Stock acquired by an unaffiliated and unrelated Person. As long it as any Purchaser owns Securitiesa dividend upon, or upon conversion of, the Series B Preferred Stock without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (as determined by counsel to Xpedior, which may be counsel employed by Xpedior, pursuant to a written opinion letter to such effect, if necessary, addressed and acceptable to Xpedior's transfer agent for the Company benefit of and also addressed to PSINet) Xpedior is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch sections, it will prepare and furnish to the Purchasers PSINet, and make publicly available available, information in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities promulgated under Rule 144 of the Securities Act. The Company Xpedior further covenants that it will take such further action as any holder of Securities Series B Preferred Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities shares of Common Stock without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including providing the legal opinion referenced above in this Section 4.2 (if required by Xpedior's transfer agent). The Company represents and warrants that Upon the request of any such Person, Xpedior shall deliver to such Person a written certification of Xpedior executed by a duly authorized officer on behalf of Xpedior as to whether it is in material compliance has complied with all of the such requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof144(c).

Furnishing of Information. If the Common Stock is not registered under Section 12(b) or 12(g) of the Exchange Act on the date hereof, the Company agrees to cause the Common Stock to be registered under Section 12(g) of the Exchange Act on or before the 60th calendar day following the date hereof. Until the earlier earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. Upon a cashless exercise of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitationWarrants, the reporting, submission and posting requirements) holding period for purpose of Rule 144(c)(1) 144 shall tack back to the original date of the Securities Act and Rule 405 issuance of Regulation S-T, each as in effect and amended as of the date hereofsuch Warrants.

Furnishing of Information. Until the earlier of the time that (i) no Purchaser As long as any Series A Investor owns Securities or (ii) the Warrants have expiredRegistrable Shares, the Company covenants that, after such time as it becomes subject to the reporting requirements of the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13 (a) or 15(d) of the Exchange Act, and . If at any time prior to the date on which a Series A Investor may resell all of its Shares without volume restrictions pursuant to Rule 144 (as determined by counsel to the Company shall not terminate its status as an issuer required to file reports pursuant to a written opinion letter to such effect, addressed and acceptable to the Exchange Act even if Company’s transfer agent for the Exchange Act or benefit of and enforceable by the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the WarrantsSeries A Investor) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Series A Investors and make publicly available in accordance with Rule 144(c)(1144 annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities a Series A Investor may reasonably request, all to the extent required from time to time to enable such Person person to sell such Securities Registrable Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 144. Upon the request of any such person, the Company shall deliver to such person a written certification of a duly authorized officer as to whether it has complied with such requirements. In connection with any future access or diligence of the Securities Act. The Company represents and warrants by a Series A Investor, the Company agrees that it will not furnish to the Series A Investor any material non-public information unless it first discloses in writing that such information is of such character and the Series A Investor thereafter agrees in material compliance with all of the requirements (including, without limitation, the reporting, submission writing to receive such information and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofto keep such information confidential.

Furnishing of Information. (a) Until the earlier of the time that (i) Enable owns no Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if Act, unless the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personacquired. As long as any Purchaser Enable owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Enable and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Enable to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to Enable’s other available remedies, the Company shall pay to Enable, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount of Enable’s Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for Enable to transfer the Underlying Shares pursuant to Rule 144. The Company represents and warrants that it is in material compliance with all payments to which Enable shall be entitled pursuant to this Section 4.1(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit Enable’s right to pursue actual damages for the Public Information Failure, and Enable shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until the earlier of Shares, the time that (i) no Purchaser owns A Warrant, the B Warrant or the Warrant Shares have been sold pursuant to a registration statement under the Securities Act or (ii) the Warrants have expiredare eligible for sale pursuant to Rule 144(k), the Company covenants will cause its Shares to continue at all times to be registered under Section 12(g) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if and, unless filed by EDGAR, promptly furnish, but in no event later than two (0) business days after the Company is not then subject to filing thereof with the reporting requirements Commission, the Purchaser with true and complete copies of the Exchange Actall such filings, and the Company shall will not terminate its status as an issuer required to take any action or file reports pursuant to the Exchange Act even if any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require filing obligations. Until the Shares, the A Warrant, the B Warrant or otherwise permit such termination other than in connection with the Warrant Shares have been sold pursuant to a Fundamental Transaction (as defined in registration statement under the Warrants) in which the Company is not the surviving entity Securities Act or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securitiesare eligible for sale pursuant to Rule 144(k), if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities the Shares, the A Warrant, the B Warrant or the Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Shares, the A Warrant, the B Warrant or the Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act. The Company represents and warrants that it is , including the legal opinion referenced above in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofSection 3.1(b).

Furnishing of Information. Until the earlier of the time that (i) no As long as any Purchaser owns Securities any Shares, Warrants, or (ii) the Warrants have expiredWarrant Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13, 14 or 15(d) of the Exchange Act even if and, unless filed by XXXXX, will promptly furnish, but in no event later than two (2) business days after the Company is not then subject to filing thereof with the reporting requirements Commission, the Purchasers with true and complete copies of the Exchange Actall such filings, and the Company shall will not terminate its status as an issuer required to take any action or file reports pursuant to the Exchange Act even if any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (filing obligations, and will make and keep public information available, as those terms are defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonRule 144. As long as any Purchaser owns Securitiesany Shares, Warrants or Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company also agrees to send the following to each Purchaser prior to and during the Effectiveness Period (as defined in the Registration Rights Agreement) copies of any notices and other information as is required for made available or given to the Purchasers to sell the Securities under Rule 144 stockholders of the Securities ActCompany generally, contemporaneously with the making available or giving thereof to the stockholders. The Company further covenants that it will take such further action as any holder of Securities the Shares, the Warrants or the Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Shares, the Warrants or the Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in Section 3.1(b). The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until As long as any Holder owns the earlier of Preferred Stock, the time that (i) no Purchaser owns Securities Warrants, the Conversion Shares or (ii) the Warrants have expiredWarrant Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12 of the Exchange Act or subject to Section 15(d) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if the Company is and will not then subject to the reporting requirements of the Exchange Act, and the Company shall take any action or file any document (whether or not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personfiling obligations. As long as any Purchaser Holder owns Securitiesthe Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Holders and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder the holders of Securities a majority of the Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Preferred Stock, the Warrants, the Conversion Shares, or the Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in Section 3.1(b). The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. (a) Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time during the period following the date hereof and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to one percent (1.0%) of the principal amount of the Debentures then held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144; provided, however, such damages shall not accrue during any periods that such Purchaser is an Affiliate of the Company (and for the 90 day period immediately following any such period that such Purchaser is an Affiliate of the Company) solely as a result of the Purchaser purchasing shares of Common Stock in the open market or waiving the beneficial ownership limitations included in any of the Common Stock Equivalents held by the Purchaser. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Each Purchaser, severally and not jointly, agrees not to sell the reportingSecurities, submission and posting requirements) directly or indirectly, pursuant to Rule 144, during the course of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofany Public Information Failure.

Furnishing of Information. Until the earlier of the time that (i) no As long as any Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined termination. In addition, the Company shall take all actions necessary to meet the "registrant eligibility" requirements set forth in the Warrants) in which general instructions to Form S-3 or any successor form thereto, to continue to be eligible to register the resale of its Common Stock on a registration statement on Form S-3 under the Securities Act. Upon the request of any such holder of Securities, the Company is not shall deliver to such holder a written certification of a duly authorized officer as to whether it has complied with the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personpreceding sentence. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of the Securities Act144. The Company represents and warrants shall ensure that it is in material compliance with all each of the requirements following reports are available at www.sec.gov: (includingi) within ten days after the filing thereof with the SEC, without limitationx xxxx xx its Annual Report on Form 10-KSB, its Quarterly Reports on Form 10-QSB, its proxy statements and any Current Reports on Form 8-K; and (ii) within one day after release, copies of all press releases issued by the reporting, submission and posting requirements) Company or any of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofits Subsidiaries.

Furnishing of Information. Until the earlier As long as any Purchaser owns shares of the time that (i) no Purchaser owns Securities Preferred Stock, the Warrants, the Conversion Shares or (ii) the Warrants have expiredWarrant Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if and promptly furnish, but in no event later than two (2) business days after the Company is not then subject to filing thereof with the reporting requirements Commission, the Purchasers with true and complete copies of the Exchange Actall such filings, and the Company shall will not terminate its status as an issuer required to take any action or file reports pursuant to the Exchange Act even if any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personfiling obligations. As long as any Purchaser owns Securitiesshares of the Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities the shares of Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the shares of Preferred Stock, the Warrants, the Conversion Shares, or the Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in Section 3.1(b). The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until the earlier of the time that (i) no As long as any Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined termination. In addition, the Company shall take all actions necessary to meet the “registrant eligibility” requirements set forth in the Warrants) in which general instructions to Form S-3 or any successor form thereto, to continue to be eligible to register the resale of its Common Stock on a registration statement on Form S-3 under the Securities Act. Upon the request of any such holder of Securities, the Company is not shall deliver to such holder a written certification of a duly authorized officer as to whether it has complied with the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personpreceding sentence. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of the Securities Act144. The Company represents and warrants shall ensure that it is in material compliance with all each of the requirements following reports are available at xxx.xxx.xxx: (includingi) within ten days after the filing thereof with the SEC, without limitationa copy of its Annual Report on Form 10-KSB, its Quarterly Reports on Form 10-QSB, its proxy statements and any Current Reports on Form 8-K; and (ii) within one day after release, copies of all press releases issued by the reporting, submission and posting requirements) Company or any of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofits Subsidiaries.

Furnishing of Information. Until the earlier earliest of the time that (i) no Purchaser owns Securities (based solely on a review of the transfer agent’s list of registered holders of Common Stock, a list of non-objecting beneficial holders, the registrar’s registry for the Debentures and the Company’s registry for the Warrants), (ii) the Debentures have matured or (iiiii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject -17- to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that that, if at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the Shares) is not effective or is not otherwise available for the sale or resale of the Shares, it will take such further action as any holder of Securities Purchaser may reasonably request, to the extent required from time to time time, to enable such Person Purchaser to sell such Securities Shares without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 of the Securities Act144. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.Section 4.3

Furnishing of Information. i. Until the earlier earliest of the time that (i) no Purchaser Note Holder owns Securities Notes or (ii) the Warrants have expiredNote Conversion Shares, the Company covenants to maintain the registration of its Common Stock under Section 12(b) or 12(g) of the Exchange Act. During the period that the Note Holders own Notes or Note Conversion Shares, the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act Act, even if the Company is not then subject to the reporting requirements of the Exchange Act, . ii. At any time during the period commencing on the Closing Date and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit ending at such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which time that all of the capital stock of Note Conversion Shares may be sold without the requirement for the Company is acquired by an unaffiliated to be in compliance with Rule 144(c)(1) and unrelated Person. As long as any Purchaser owns Securitiesotherwise without restriction or limitation pursuant to Rule 144, if the Company is not required shall fail for any reason to file reports pursuant satisfy the current public information requirement under Rule 144(c) (a "Public Information Failure") then, in addition to the Exchange Act such Note Holder's other than in connection with a Fundamental Transaction in which available remedies, the Company is shall pay to a Note Holder, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the surviving entity Notes or Note Conversion Shares, an amount in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person, it will prepare and furnish cash equal to the Purchasers and make publicly available in accordance with Rule 144(c)(1two percent (2.0%) of the Securities Act aggregate principal amount of the Notes that were converted by such Note Holder pursuant to this Agreement on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of: (a) the date such Public Information Failure is cured, and (b) such time that such public information as is no longer required for the Purchasers Note Holders to sell transfer the Securities under Note Conversion Shares pursuant to Rule 144 144. The payments to which a Note Holder shall be entitled pursuant to this Section 8(d)(ii) are referred to herein as "Public Information Failure Payments." Public Information Failure Payments shall be paid on the earlier of (i) the last day of the Securities Act. The Company further covenants that it will take calendar month during which such further action as any holder of Securities may reasonably request, Public Information Failure Payments are incurred and (ii) the third (3rd) business day after the event or failure giving rise to the extent required from time Public Information Failure Payments is cured. In the event the Company fails to time make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Note Holder's right to enable pursue actual damages for the Public Information Failure, and such Person Note Holder shall have the right to sell such Securities without registration pursuant pursue all remedies available to the Securities Act within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is at law or in material compliance with all of the requirements (equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. (a) Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time during the period following the date hereof and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a "Public Information Failure") then, in addition to such Purchaser's other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to one percent (1.0%) of the principal amount of the Debentures then held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144; provided, however, such damages shall not accrue during any periods that such Purchaser is an Affiliate of the Company (and for the 90 day period immediately following any such period that such Purchaser is an Affiliate of the Company) solely as a result of the Purchaser purchasing shares of Common Stock in the open market or waiving the beneficial ownership limitations included in any of the Common Stock Equivalents held by the Purchaser. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as "Public Information Failure Payments." Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser's right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until the earlier of the time that (i) no As long as any Purchaser owns Securities the Debentures, the Warrants, the Debenture Shares or (ii) the Warrants have expiredWarrant Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12 of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if and promptly furnish, but in no event later than two (2) business days after the Company is not then subject to filing thereof with the reporting requirements Commission, the Purchasers with true and complete copies of the Exchange Actall such filings, and the Company shall will not terminate its status as an issuer required to take any action or file reports pursuant to the Exchange Act even if any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personfiling obligations. As long as any Purchaser owns Securitiesthe Debentures, the Warrants, the Debenture Shares or the Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities the Debentures, the Warrants, the Debenture Shares or the Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Debentures, the Warrants, the Debenture Shares, or the Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in Section 3.1(b). The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until the earlier of the time that (i) no As long as any Purchaser owns Securities the Debentures, the Warrants, the Debenture Shares or (ii) the Warrants have expiredWarrant Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12(g) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if and, unless filed by XXXXX, promptly furnish, but in no event later than two (2) business days after the Company is not then subject to filing thereof with the reporting requirements Commission, the Purchasers with true and complete copies of the Exchange Actall such filings, and the Company shall will not terminate its status as an issuer required to take any action or file reports pursuant to the Exchange Act even if any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personfiling obligations. As long as any Purchaser owns Securitiesthe Debentures, the Warrants, the Debenture Shares or the Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company also agrees to send the following to each Purchaser prior to and during the Effectiveness Period (as defined in the Registration Rights Agreement) copies of any notices and other information as is required for made available or given to the Purchasers to sell the Securities under Rule 144 stockholders of the Securities ActCompany generally, contemporaneously with the making available or giving thereof to the stockholders. The Company will also include each holder in its distribution list for press releases by the Company or any of its Subsidiaries for dissemination in accordance with its general operating procedures. Upon the request of any such Person, the Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with the foregoing requirements. The Company further covenants that it will take such further action as may be legally required to enable any holder of Securities may reasonably requestthe Debentures, to the extent required from time to time to enable such Person Warrants, the Debenture Shares or the Warrant Shares to sell such Securities the Debentures, the Warrants, the Debenture Shares, or the Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act. The Company represents and warrants that it is , including the legal opinion referenced above in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofSection 3.1(b).

Furnishing of Information. Until The Company will use its reasonable best efforts to make all filings with the Commission required by the Exchange Act such that it will be current with all such securities filings as soon as is reasonably possible, but not later than January 31, 2009, which filings include, but are not limited to, the Company's Annual Report on Form 10-K for the year ended December 31, 2007 and Quarterly Reports on Form 10-Q for all required periods. Following January 31, 2009, or such earlier of date as the time that (i) no Purchaser owns Securities or (ii) Company is current in filing its periodic reports with the Warrants have expiredCommission, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser Investor owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch laws, it will prepare and furnish to the Purchasers Investors and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Investors to sell the Securities Common Stock Conversion Shares and Common Stock Warrant Shares under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person person to sell such Securities the Common Stock Conversion Shares and Common Stock Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of the Securities Act144. The Company represents and warrants shall use its reasonable best efforts to file an application to list its securities on the OTC Bulletin Board as soon as permitted under applicable rules so that its Common Stock is listed on the OTC Bulletin Board, it is being acknowledged by the parties hereto that in material compliance with all of the requirements (including, without limitationorder to do so, the reportingCompany will need to be current in its filings with the Commission in accordance with this Section. Further, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of Company shall use its reasonable best efforts to cause the Charter Amendment to occur by the date hereofset forth herein.

Furnishing of Information. Until As long as each of Xxxxxxx & Company or the earlier of Preferred Shares Purchasers owns the time Securities issued or issuable to it that (i) no Purchaser owns are not registered under the Securities Act or (ii) the Warrants have expiredeligible for sale under Rule 144(k), the Company Southwall covenants to use commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company Southwall after the date hereof pursuant to the Exchange Act even if Act. Upon the Company is not then subject request of any such Person, Southwall shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personpreceding sentence. As long as any Purchaser Xxxxxxx & Company or the Preferred Shares Purchasers owns Securities, if the Company Southwall is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch laws, it will prepare and furnish to Xxxxxxx & Company and/or the Purchasers Preferred Shares Purchasers, as applicable, and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for Xxxxxxx & Company or the Purchasers Preferred Shares Purchasers, as applicable, to sell the Securities Underlying Shares under Rule 144 of the Securities Act144. The Company Southwall further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities Underlying Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 144. Acknowledgment of Dilution. Southwall acknowledges that the issuance of the Securities Act. The Company represents and warrants that it is (including the Underlying Shares) will result in material compliance with all dilution of the requirements outstanding shares of Common Stock, which dilution may be substantial. Southwall further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Securities (includingincluding the Underlying Shares) pursuant to the Transaction Documents, without limitationare unconditional and absolute and not subject to any right of set off, the reportingcounterclaim, submission and posting requirements) of Rule 144(c)(1) delay or reduction, regardless of the Securities Act and Rule 405 effect of Regulation S-T, each as in effect and amended as any such dilution or any claim that Southwall may have against either of Xxxxxxx & Company or the date hereofPreferred Shares Purchasers.

Furnishing of Information. Until As long as the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredPurchasers own Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act, and . If at any time prior to the Company shall not terminate its status as an issuer required to file reports date on which the Purchasers may resell all of their Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Exchange Securities Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in determined by counsel to the Warrants) in Company, which may be counsel employed by the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns SecuritiesCompany, pursuant to a written opinion letter to such effect, if necessary, addressed and acceptable to the Company's transfer agent for the benefit of and enforceable by the Purchasers) the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch sections, it will prepare and furnish to the Purchasers and make publicly available information in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities promulgated under Rule 144 of the Securities Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act. The , including providing the legal opinion referenced above in this Section (if required by the Company's transfer agent); provided, however, that the Company represents and warrants that shall be entitled to be reimbursed for any reasonable expenses it is incurs in material connection with its compliance with all the provisions of this Section 3.3 insofar as it relates to more than three Purchaser Transfers in the aggregate by each Purchaser and such Purchaser's Affiliates. Upon the request of any such Person, the Company shall deliver to such Person a written certification of the Company executed by a duly authorized officer on behalf of the Company as to whether it has complied with such requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof144(c).

Furnishing of Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredany Securities, the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns any Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities Securities, including without limitation, under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act Act, including without limitation, within the requirements of the exemption provided by Rule 144 of 144. With regard to the Securities Act. The purchased relating to the Purchasers’ Existing Debt Amount owed by the Plum Mine Special Purpose Company LLC, as evidenced by the Existing Promissory Notes issued by the Plum Mine Special Purpose Company, the Company represents and warrants that it is in material compliance with all of has been advised by counsel that, if the requirements (includingPurchasers sought to transfer such Securities immediately after the Closing, without limitation, the reporting, submission and posting requirements) of such Securities would be eligible for tacking under Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof144.

Furnishing of Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to the Securities Act within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until Beginning on the earlier Closing Date, the Company shall use commercially reasonable efforts to comply with the Pink Basic Disclosure Guidelines which set forth the disclosure obligations that make up the “Alternative Reporting Standard” for OTC Pink companies as such obligations are published by the OTC Markets Group, Inc. In addition, the Company shall file a Registration Statement on Form 8-A as soon as practicable, but in no event no later than five (5) Trading Days, after the effective date of first registration statement filed by the Company that is declared effective by the SEC which registers securities held by the Purchaser or any of its Affiliates. If after the date hereof the Company becomes subject to the rules and regulations of the time that (i) no Exchange Act and as long as the Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities Securities, including without limitation, under Rule 144 144. In addition, the Company shall file with Commission current “Form 10 information”, as defined in Rule 144(i)(3), as soon as practicable after the date the Company becomes subject to the rules and regulations of the Securities Exchange Act, reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i). The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act Act, including without limitation, within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.144

Furnishing of Information. Until the earlier of the time that (i) no As long as any Purchaser owns Securities the Preferred -------------------------- Stock, the Warrants, the Conversion Shares or (ii) the Warrants have expiredWarrant Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12 of the Exchange Act or subject to Section 15(d) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if the Company is and will not then subject to the reporting requirements of the Exchange Act, and the Company shall take any action or file any document (whether or not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personfiling obligations. As long as any Purchaser owns Securitiesthe Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder the holders of Securities a majority of the Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Preferred Stock, the Warrants, the Conversion Shares, or the Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in Section 3.1(b). The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until As long as each of Xxxxxxx & Company or the earlier of Convertible Notes Purchasers owns the time Securities issued or issuable to it that (i) no Purchaser owns are not registered under the Securities Act or (ii) the Warrants have expiredeligible for sale under Rule 144(k), the Company Southwall covenants to use commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company Southwall after the date hereof pursuant to the Exchange Act even if Act. Upon the Company is not then subject request of any such Person, Southwall shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personpreceding sentence. As long as any Purchaser Xxxxxxx & Company or the Convertible Notes Purchasers owns Securities, if the Company Southwall is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch laws, it will prepare and furnish to Xxxxxxx & Company and/or the Purchasers Convertible Notes Purchasers, as applicable, and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for Xxxxxxx & Company or the Purchasers Convertible Notes Purchasers, as applicable, to sell the Securities Underlying Shares under Rule 144 of the Securities Act144. The Company Southwall further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities Underlying Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 144. Acknowledgment of Dilution. Southwall acknowledges that the issuance of the Securities Act. The Company represents and warrants that it is (including the Underlying Shares) will result in material compliance with all dilution of the requirements outstanding shares of Common Stock, which dilution may be substantial. Southwall further acknowledges that its obligations under the Transaction Documents, including without limitation its obligation to issue the Securities (includingincluding the Underlying Shares) pursuant to the Transaction Documents, without limitationare unconditional and absolute and not subject to any right of set off, the reportingcounterclaim, submission and posting requirements) of Rule 144(c)(1) delay or reduction, regardless of the Securities Act and Rule 405 effect of Regulation S-T, each as in effect and amended as any such dilution or any claim that Southwall may have against either of Xxxxxxx & Company or the date hereofConvertible Notes Purchasers.

Furnishing of Information. (a) Until the earlier to occur of the time that (i) no the Purchaser owns Securities or (ii) the Warrants have expiredno Securities, , the Company covenants that it will maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to use all commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any the Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will use all commercially reasonable efforts to take such further action as any holder of Securities may reasonably request, to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements of the exemption provided by Rule 144 144. (b) At any time commencing on the Closing Date and ending at such time that all of the Securities Actmay be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or impairment of its ability to sell the Securities, an amount in cash equal to 2.0% of the aggregate principal amount of the Note and accrued interest thereon, held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Conversion Shares pursuant to Rule 144. The Company represents and warrants that it is in material compliance with all payments to which a Purchaser shall be entitled pursuant to this Section 4.5(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the requirements calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. Until the earlier of the time that (i) no As long as any Purchaser owns Securities the Preferred Stock, the Warrants, the Conversion Shares or (ii) the Warrants have expiredWarrant Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12 of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13, 14 or 15(d) of the Exchange Act even if the Company is and will not then subject to the reporting requirements of the Exchange Act, and the Company shall take any action or file any document (whether or not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personfiling obligations. As long as any Purchaser owns Securitiesthe Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares, if the Company is not required to file reports pursuant to Sections 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Sections 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such information filings would have been required to have been made under the Exchange Act. The Company also agrees to send the following to each Purchaser prior to and during the Effectiveness Period (as is required for defined in the Purchasers to sell Registration Rights Agreement): (i) either electronic notice that the Securities under Rule 144 Company has issued a press release or a copy of the Securities Actpress release and (ii) copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders. The Company further covenants that it will take such further action as any holder of Securities the Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares may reasonably requestrequest at no cost to the Company, all to the extent required from time to time to enable such Person to sell such Securities the Preferred Stock, the Warrants, the Conversion Shares, or the Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including delivering the legal opinion referenced above in Section 3.1(a). The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until As long as any Purchaser owns the earlier Preferred Stock or the Conversion Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Purchasers (but not to such Purchaser's transferees, if any) and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that (i) no such filings would have been required to have been made under the Exchange Act. As long as any Purchaser owns Securities the Preferred Stock or (ii) the Warrants have expired, Conversion Shares during any time when the Company covenants is required to register its Common Stock under Section 12(b) or Section 12(g) of the Exchange Act or to file reports pursuant to Section 13, 14, or 15(d) of the Exchange Act, then the Company will cause the Common Stock to continue at all times to be registered under Section 12(b) or Section 12(g) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if and promptly furnish, but in no event later than two (2) business days after the Company is not then subject to filing thereof with the reporting requirements Commission, the Purchasers with true and complete copies of the Exchange Actall such filings (unless filed by XXXXX), and the Company shall will not terminate its status as an issuer required to take any action or file reports pursuant to the Exchange Act even if any document (whether or not permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (filing obligations and will make and keep public information available, as those terms are defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities the Preferred Stock or the Conversion Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Preferred Stock or the Conversion Shares, without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act. The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until the earlier of the time that (i) no As long as any Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if Act. Upon the Company is not then subject to the reporting requirements request of the Exchange Actany such holder of Securities, and the Company shall not terminate its status deliver to such holder a written certification of a duly authorized officer as an issuer required to file reports pursuant to whether it has complied with the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personpreceding sentence. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch laws, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 144. Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction. Securities Laws Disclosure; Publicity. The Company represents shall, by 8:30 a.m. Eastern time on the Business Day following the date of this Agreement, issue a press release or file a Current Report on Form 8-K, in each case reasonably acceptable to each Purchaser disclosing the transactions contemplated hereby and warrants that it is make such other filings and notices in material compliance the manner and time required by the Commission. The Company and each Purchaser shall consult with all each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release or otherwise make any such public statement without the prior consent of the requirements (includingCompany, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without limitationthe prior written consent of such Purchaser, except (i) as required by federal securities law in connection with the reporting, submission registration statement contemplated by the Registration Rights Agreement and posting requirements(ii) of Rule 144(c)(1) of to the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.extent such disclosure is required by law or Trading Market

Furnishing of Information. Until As long as any Holder owns the earlier of Preferred ------------------------- Stock, the time that (i) no Purchaser owns Securities Warrants, the Conversion Shares or (ii) the Warrants have expiredWarrant Shares, the Company covenants will cause the Common Stock to continue at all times to be registered under Section 12 of the Exchange Act or subject to Section 15(d) of the Exchange Act, will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13, 14 or 15(d) of the Exchange Act even if the Company is and will not then subject to the reporting requirements of the Exchange Act, and the Company shall take any action or file any document (whether or not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if permitted by the Exchange Act or the rules thereunder) to terminate or suspend such reporting and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personfiling obligations. As long as any Purchaser Holder owns Securitiesthe Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will prepare and furnish to the Purchasers Holders and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Act Exchange Act, as well as any other information required thereby, in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder the holders of Securities a majority of the Preferred Stock, the Warrants, the Conversion Shares or the Warrant Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities the Preferred Stock, the Warrants, the Conversion Shares, or the Warrant Shares without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in Section 3.1(b). The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until As long as the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to file in a timely file manner (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements Section 13(a) or 15(d) of the Exchange Act, and . If at any time prior to the date on which the Purchaser may resell all of its Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act (as determined by counsel to the Company shall not terminate its status as an issuer required to file reports pursuant to a written opinion letter to such effect, addressed and acceptable to the Exchange Act even if Company's transfer agent for the Exchange Act or benefit of and enforceable by the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the WarrantsPurchaser) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch sections, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Securities Exchange Act in the time period that such information as is filings would have been required for to have been made under the Purchasers to sell the Securities under Rule 144 of the Securities Exchange Act. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person to sell such Securities without registration pursuant to under the Securities Act within the requirements limitation of the exemption exemptions provided by Rule 144 of promulgated under the Securities Act, including the legal opinion referenced above in this Section. The Company represents and warrants that it is in material compliance with all Upon the request of the requirements (including, without limitationany such Person, the reporting, submission and posting Company shall deliver to such Person a written certification of a duly authorized officer as to whether it has complied with such requirements) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereof.

Furnishing of Information. Until the earlier of the time that (i) no Purchaser As long as any Subscriber owns Securities or (ii) the Warrants have expiredSecurities, the Company covenants to use commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser Subscriber owns Securities, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated PersonAct, it will use commercially reasonable efforts to prepare and furnish to the Purchasers Subscribers and make publicly available in accordance with Rule 144(c)(1144(c) of under the Securities Act such information as is required for the Purchasers Subscribers to sell the Securities under Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable such Person person to sell such Securities without registration pursuant under Rule 144 under the Securities Act, provided such Securities are then eligible to be sold under Rule 144, provided further, that the Subscriber provides any information reasonably requested by the Company which for the avoidance of doubt may include a broker’s representation letter that there is an intent to sell such Securities. Notwithstanding the foregoing, the Company agrees to timely take all reasonable action(s) necessary to have the Securities Act within the requirements of the exemption provided by restrictive legends removed from Securities following any valid request for legend removal under Rule 144 of by the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (Subscriber or its broker, including, without limitation, (i) authorizing the reportingtransfer agent to remove the restrictive legend, submission (ii) expediting the acquisition of a legal opinion from the Company’s authorized counsel at the Company’s expense, and posting requirements(iii) of delivering any additional documentation that may be reasonably required by the Subscriber, its broker or the transfer agent in connection with the legend removal request, including Rule 144(c)(1) 144 share representation letters and a resolution of the Securities Act and Rule 405 board of Regulation S-T, each as in effect and amended as directors of the date hereofCompany evidencing proper issuance of the Securities, as soon as reasonably possible; provided that, the Subscriber will provide any documentation or information reasonably requested by the Company, the Company’s counsel, or the transfer agent in connection with such request.

Furnishing of Information. (a) Until the earlier of the such time that (i) the Purchaser no Purchaser longer owns Securities or (ii) the Warrants have expired“Reporting Period”), the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof Execution Date pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act, and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which all . Without limiting any of the capital stock of Company’s obligations under the Company is acquired by an unaffiliated and unrelated Person. As long as any Purchaser owns SecuritiesRegistration Rights Agreement, during the Reporting Period, if the Company is not required to file reports pursuant to the Exchange Act other than in connection with a Fundamental Transaction in which the Company is not the surviving entity or in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Personsuch laws, it will prepare and furnish to the Purchasers Purchaser and make publicly available in accordance with Rule 144(c)(1144(c) of the Securities Act such information as is required for the Purchasers Purchaser to sell the Securities Shares under Rule 144 144. Without limiting any of the Securities Act. The Company’s obligations under the Registration Rights Agreement, the Company further covenants that it will take such further action as any holder of Securities the Shares may reasonably request, to the extent required from time to time to enable such Person to sell such Securities the Shares without registration pursuant to under the Securities Act Act, including without limitation, within the requirements of the exemption provided by Rule 144 of 144. (b) At any time commencing on the Securities Act. The Company represents Closing Date and warrants ending at such time that it is in material compliance with all of the requirements Shares may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to the Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2%) of the aggregate Purchase Price paid for the Shares held by the Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date such Public Information Failure is cured, and (ii) such time that such public information is no longer required for the Purchaser to transfer the Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (A) the last day of the calendar month during which such Public Information Failure Payments are incurred and (B) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit the Purchaser’s right to pursue actual damages for the Public Information Failure, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, the reporting, submission and posting requirements) a decree of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each as in effect and amended as of the date hereofspecific performance and/or injunctive relief.

Furnishing of Information. i. Until the earlier earliest of the time that (i) no Purchaser Warrant Holder owns Securities Warrant or (ii) the Warrants have expiredWarrant Shares, the Company covenants to maintain the registration of its Common Stock under Section 12(b) or 12(g) of the Exchange Act. During the period that the Warrant Holders own Warrants or Warrant Shares, the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act Act, even if the Company is not then subject to the reporting requirements of the Exchange Act, . ii. At any time during the period commencing on the Closing Date and the Company shall not terminate its status as an issuer required to file reports pursuant to the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise permit ending at such termination other than in connection with a Fundamental Transaction (as defined in the Warrants) in which the Company is not the surviving entity or in which time that all of the capital stock of Warrant Shares may be sold without the requirement for the Company is acquired by an unaffiliated to be in compliance with Rule 144(c)(1) and unrelated Person. As long as any Purchaser owns Securitiesotherwise without restriction or limitation pursuant to Rule 144, if the Company is not required shall fail for any reason to file reports pursuant satisfy the current public information requirement under Rule 144(c) (a "Public Information Failure") then, in addition to the Exchange Act such Warrant Holder's other than in connection with a Fundamental Transaction in which available remedies, the Company is shall pay to a Warrant Holder, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the surviving entity Warrants or Warrant Shares, an amount in which all of the capital stock of the Company is acquired by an unaffiliated and unrelated Person, it will prepare and furnish cash equal to the Purchasers and make publicly available in accordance with Rule 144(c)(1two percent (2.0%) of the Securities Act aggregate exercise price of the Warrants that were exercised by such Warrant Holder pursuant to this Agreement on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of: (a) the date such Public Information Failure is cured, and (b) such time that such public information as is no longer required for the Purchasers Warrant Holders to sell transfer the Securities under Warrant Shares pursuant to Rule 144 of the Securities Act144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request, payments to the extent required from time to time to enable such Person to sell such Securities without registration which a Warrant Holder shall be entitled pursuant to the Securities Act within the requirements of the exemption provided by Rule 144 of the Securities Act. The Company represents and warrants that it is in material compliance with all of the requirements (including, without limitation, the reporting, submission and posting requirementsthis Section 8(d)(ii) of Rule 144(c)(1) of the Securities Act and Rule 405 of Regulation S-T, each are referred to herein as in effect and amended as of the date hereof."