Common use of Holder Obligations Clause in Contracts

Holder Obligations. (a) Each Holder that participates in a Registration shall furnish to the Company, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c).

Holder Obligations. (a) Each Holder that participates in a Registration shall furnish to the Company, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j3.1(h), such Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j3.1(h). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c).

Holder Obligations. (a) Each If Registrable Securities owned by any Holder that participates are included in a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, such Holder shall furnish promptly to the Company, upon its written request, Company such information regarding itself and the distribution of such Registrable Securities by such Holder as it is required under SEC Guidance or as the Company may otherwise from time to time reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIwriting. (b) Upon receipt Each Holder that has requested inclusion of its Registrable Securities in any notice from Registration Statement shall (i) furnish to the CompanyCompany (as a condition precedent to such Holder’s participation in such registration) in writing such information with respect to such Holder, or upon a Holder's otherwise becoming aware, its ownership of Common Stock and the happening intended method of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of its Registrable Securities pursuant as the Company may reasonably request or as may be required by SEC Guidance for use in connection with any related Registration Statement or prospectus (or amendment or supplement thereto) and any Free Writing Prospectus related thereto and all information required to be disclosed in order to make the information previously furnished to the registration statement relating to the offering and sale of such Registrable Securities until the receipt Company by such Holder of the supplemented not cause such Registration Statement, prospectus or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver Free Writing Prospectus (A) to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating fail to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains comply with SEC Guidance or (B) contain an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) comply with SEC Guidance and all applicable state securities laws and comply with all applicable regulations in connection with the light registration and the disposition of Registrable Securities. (c) Each Holder shall, as promptly as practicable, to the extent it is a Registration Participant in a Registration Statement, following its actual knowledge thereof, notify the Company of the circumstances under which they were made. In the occurrence of any event that would reasonably be expected to cause a Registration Statement or prospectus in which its Registrable Securities or any related Free Writing Prospectus are included, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) Each Holder shall use commercially reasonable efforts to cooperate with the Company in preparing the applicable Registration Statement to the extent it is a Registration Participant and any related prospectus or Free Writing Prospectus. (e) Each Holder agrees that no Holder shall be entitled to sell any Registrable Securities pursuant to a Registration Statement or to receive a prospectus relating thereto unless such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)has complied with its obligations under this Article II.

Holder Obligations. (a) Each The Company may require each Holder that participates in a Registration shall of Registrable Securities to be sold under such registration statement to furnish to the Company, upon its written request, Company with such information as it may reasonably request in writing (i) regarding the such Holder’s proposed distribution by of such Holder of the Registrable Securities held by such Holder securities and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. The Company agrees not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, which refers to any seller of any Registrable Securities covered thereby by name, or otherwise identifies such seller as the holder of any Registrable Securities, without the consent of such seller, such consent not to be unreasonably withheld, unless such disclosure is required by law. (b) Upon Each Holder, by execution of this Agreement, agrees (i) that upon receipt of any notice from the Company, or upon a such Holder's ’s otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j3.1(i), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the copies of the supplemented or amended prospectus contemplated by Section 3.1(j). If 3.1(i) and, if so directed by the Company, such Holder shall will deliver to the Company all copies other than permanent file copies copies, then in possession of such Holder the Holders of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall notice and (ii) that it will immediately notify the Company, at any time during which when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which when such Holder receives shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(c3.1(i).

Holder Obligations. Upon requesting registration of Registrable Securities pursuant to a Demand Registration under this Annex C, the Holder agrees as follows: (a) Each The Holder that participates shall cooperate as reasonably requested by the Company with the Company in a connection with the preparation of the Registration Statement, and for so long as the Company is obligated to file and keep effective the Registration Statement, shall furnish provide to the Company, upon its written requestin writing, for use in the Registration Statement, all such information regarding the Holder and its underwritten distribution of Registrable Securities as it may reasonably request be necessary or advisable to enable the Company to prepare the Registration Statement and Prospectus covering the Registrable Securities, to maintain the effectiveness thereof and otherwise to comply with all applicable requirements of law in writing connection therewith and to obtain any desired acceleration of the effective date of any Registration Statement prepared and filed by the Company pursuant to this Annex C. (b) During such time as the Holder is engaged in a underwritten distribution of the Registrable Securities, the Holder shall (A) comply with Regulation M promulgated under the Exchange Act (or its successor), to the extent applicable, (B) distribute the Registrable Securities under the Registration Statement solely in an underwritten offering as described in the Registration Statement and (C) cease distribution of such Registrable Securities pursuant to such Registration Statement upon receipt of written notice from the Company that the Prospectus covering the Registrable Securities contains any untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the statements therein not misleading provided, however, that the period during which the Company is required to maintain the effectiveness of the Registration Statement shall be extended by one day for each day during which the distribution must be suspended. (c) The Holder shall, if requested by the Company in connection with any proposed Registration and underwritten distribution pursuant to this Annex C, (i) regarding the proposed distribution by such Holder of agree to sell the Registrable Securities held on the basis provided in any underwriting arrangements entered into by such Holder the Company in connection therewith and (ii) as required complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreement and other documents customary in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIsimilar offerings. (bd) Upon receipt of any written notice from the Company, or upon a Holder's otherwise becoming aware, of Company that the happening of Company has become aware that the Prospectus (including any event of the kind described preliminary Prospectus) included in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities any Registration Statement filed pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the CompanyArticle II hereof, such Holder shall deliver to the Company all copies other than permanent file copies as then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In additioneffect, each Holder shall immediately notify the Company, at contains any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in misleading, the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number forthwith discontinue disposition of days equal Registrable Securities pursuant to the number Registration Statement covering the same until the Holder’s receipt of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the a supplemented or amended prospectus contemplated Prospectus and, if so directed by Section 3.1(c)the Company, deliver to the Company all copies other than permanent file copies then in the Holder’s possession, of the Prospectus covering the Registrable Securities that was in effect prior to such amendment or supplement.

Holder Obligations. Each Holder agrees: (a) Each Holder that participates in a Registration it shall furnish to the Company, upon its written request, Lionsgate such information regarding such Holder and the plan and method of distribution of Registrable Securities intended by such Holder (i) as it may Lionsgate may, from time to time, reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as shall be required by law or by the Commission in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.therewith; (b) Upon receipt that information obtained by it or by its Inspectors shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of Lionsgate or its Affiliates unless and until such information is made generally available to the public; (c) to use its reasonable efforts, prior to making any notice disclosure allowed by Section 6.1(k)(iii)(A) or (B) hereof, to inform Lionsgate that such disclosure is necessary to avoid or correct a misstatement or omission in the Registration Statement or ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction or otherwise required by law; (d) in the Company, or upon a Holder's otherwise becoming aware, case of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition an Underwritten Offering of Registrable Securities pursuant to this Agreement, if requested by the registration statement relating managing underwriter, to enter into an underwriting agreement with the underwriters for such offering containing such representations and sale of warranties by each Holder and such Registrable Securities until the receipt by other terms and provisions as are customarily contained in such Holder underwriting agreements, including customary indemnity and contribution provisions and “lock-up” obligations substantially similar to Section 5.3 hereof; and (e) to notify Lionsgate as soon as practicable if it becomes aware of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening occurrence of any event event, development or fact as a result of which information previously furnished a Registration Statement or any Prospectus or supplement, as then in writing by such Holder to the Company specifically for inclusion in such prospectus effect, contains an untrue statement of a material fact with respect to such Holder or omits to state any material fact with respect to such Holder required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made. In the event , not misleading; provided, however, that the Company Holder shall not be required to notify Liongate, or any may limit such notification, as the case may be, solely to the extent necessary, as determined in good faith by such Holder shall give on the advice of counsel, in order not to be in violation of or default under any such noticeapplicable law, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented regulation, rule, stock exchange requirement, self-regulatory body, supervisory authority, legal process or amended prospectus contemplated by Section 3.1(c)fiduciary duty.

Holder Obligations. In connection with an Approved Sale, each Unit Holder and the Company will consent to and raise no objections against the Approved Sale. If the Approved Sale is structured as an asset sale, merger or consolidation, then each Unit Holder shall vote for or consent to, and waive any dissenters rights, appraisal rights or similar rights in connection with, such transaction. If the Approved Sale is structured as a Transfer of Units, then each Unit Holder shall Transfer all of his or its Units and rights to acquire Units on the terms and conditions approved by AF. Each Unit Holder and the Company shall take all necessary or desirable actions in connection with the consummation of an Approved Sale as requested by AF, including executing a sale contract pursuant to which each Unit Holder will severally (but not jointly) make representations and warranties concerning solely (a) the ownership of the Units (if any) to be sold by such holder, and (b) such holder’s ability to execute such sale contract and necessary ancillary documents and perform the obligations thereunder, and provide indemnities solely in respect of such representations and warranties made by such holder. Each Unit Holder that participates in a Registration shall furnish agrees that, if AF so requests, the agreements relating to the CompanyApproved Sale may provide for indemnity (on a several, upon its written requestbut not joint and several, such information as it may reasonably request basis) by each Unit Holder in writing (i) regarding respect of the proposed distribution Company Reps not made by such Unit Holder; provided that no Unit Holder of the Registrable Securities held by such Holder and (ii) as required shall be obligated to make payments in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to Company Loss in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, excess of the happening of total consideration received by such Unit Holder in connection with such Approved Sale, and any event of the kind Company Losses will be allocated to such Unit Holders as described in Section 3.1(j)17.1 below. Notwithstanding the foregoing, such the obligations of the holders of Units with respect to an Approved Sale are subject to the satisfaction of the following conditions: (x) each Unit Holder shall discontinue its disposition receive the same form of Registrable Securities pursuant consideration allocated in accordance with Section 17.1 or, if holders of Units are given an option as to such form of consideration to be received, each Unit Holder shall be given the same option; and (y) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the registration statement relating to consummation of the offering Approved Sale and participate in such sale as a holder of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)Units.

Holder Obligations. (a) Each Holder that participates in a Registration shall furnish to the Company, upon its written request, such information as it may reasonably request in writing agrees: (i) regarding on or prior to the proposed distribution by such Restriction Termination Date, each Holder of shall provide to the Registrable Securities held by such Holder Parent (i) a customary completed selling shareholder questionnaire and (ii) as required an undertaking to update such questionnaire during the Shelf Registration Period promptly upon the occurrence of any change that results in such questionnaire containing an untrue statement or an omission to state a material fact. (ii) (A) to provide to Parent and any underwriter any information, documents and instruments from such Holder that the Parent or such underwriter reasonably requests in connection with any registration the supplement to the related Prospectus, including a customary selling shareholder questionnaire and, in the case of a Shelf Demand Offering, the Holders’ duly executed counterpart of the underwriting agreement (including an amendment to a registration statement or prospectusthe “Requested Information”), qualification or compliance referred within two business days after the Shelf Demand Notice (or, in the case of a Shelf Resale, immediately upon request), (B) that the Parent may file the supplement to the related Prospectus covering only the Registrable Securities requested to be sold in this Article III.the Shelf Demand Notice of those Holders that have provided the Requested information within the time period described in clause (A) above and excluding the Registrable Securities of the Holders that did not provide the Requested Information within such time period, and (C) that the failure to so include in any Shelf Registration Statement the Registrable Securities of a Holder shall not result in any liability on the part of the Parent to such Holder; (biii) Upon upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, Parent of the happening occurrence of any event of the kind described in Section 3.1(j2.03(a)(v)(A), such Holder shall to forthwith (i) discontinue its any disposition of Registrable Securities pursuant to the registration statement relating to Shelf Registration Statement until (A) such Holder’s receipt of the offering and sale of such Registrable Securities until the receipt by such Holder copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.1(j). If 2.03(a)(v) or (B) such supplemented or amended Prospectus has been filed with the Commission, and (ii) if so directed by the CompanyParent, such Holder shall deliver to the Company Parent, at the Parent’s expense, all copies copies, other than permanent file copies copies, then in such Holder’s possession of such Holder of the prospectus relating to the offering and sale of such Prospectus covering Registrable Securities current at the time of receipt of such notice. In addition, each ; and (iv) that no Holder or underwriter shall immediately notify the Company, at use any time during which a free writing prospectus relating to the registration of such Registrable Securities is required to be delivered (as defined in Rule 405 under the Securities Act, ) in connection with the sale of Registrable Securities without the happening prior written consent of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)Parent.

Holder Obligations.  (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall (i) such Holder furnish to the Company, upon its written request, Company such information as regarding itself, the Registrable Securities held by it may reasonably request in writing (i) regarding and the proposed distribution by such Holder intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder Registrable Securities, and (ii) as required the Holder execute such documents in connection with any such registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.as the Company may reasonably request (b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3.1(h) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3.1(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement.  (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j3.1(d)(ii), 3.1(d)(iii), 3.1(d) (iv), 3.1(d)(v) or 3.1(m), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until such Holder’s receipt of the receipt by such Holder copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities or until it is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished advised in writing by such Holder to the Company specifically for inclusion that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus contains an untrue statement of a material fact Prospectus or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were madeRegistration Statement. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c).

Holder Obligations. (a) Each The Company may require each Holder that participates in a Registration shall of Registrable Securities to be sold under such registration statement to furnish to the Company, upon its written request, Company with such information as it may reasonably request in writing (i) regarding the such Holder’s proposed distribution by of such Holder of the Registrable Securities held by such Holder securities and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. . The Company agrees not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, which refers to any seller of any Registrable Securities covered thereby by name, or otherwise identifies such seller as the holder of any Registrable Securities, without the consent of such seller, unless such disclosure is required by law. Each Holder, by execution of this Agreement, agrees (bi) Upon that upon receipt of any notice from the Company, or upon a such Holder's ’s otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j3.1(l), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the copies of the supplemented or amended prospectus contemplated by Section 3.1(j). If 3.1(l) and, if so directed by the Company, such Holder shall will deliver to the Company all copies other than permanent file copies copies, then in possession of such Holder the Holders of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall notice and (ii) that it will immediately notify the Company, at any time during which when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which when such Holder receives shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(c3.1(l).

Holder Obligations. (a) 3.19.1 If Registrable Securities owned by any Holder are included in a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, such Holder shall furnish promptly to the Company such information regarding itself and the distribution of such Registrable Securities by such Holder as is required under SEC Guidance or as the Company may otherwise from time to time reasonably request in writing. 3.19.2 Each Holder that participates has requested inclusion of its Registrable Securities in a any Registration Statement shall (i) furnish to the Company, upon its written request, Company (as a condition precedent to such Holder’s participation in such registration) in writing such information with respect to such Holder, its ownership of Common Stock and the intended method of disposition of its Registrable Securities as it the Company may reasonably request in writing (i) regarding the proposed distribution or as may be required by such Holder of the Registrable Securities held by such Holder and (ii) as required SEC Guidance for use in connection with any registration related Registration Statement or prospectus (including an or amendment or supplement thereto) and any Free Writing Prospectus related thereto and all information required to a registration statement or prospectus), qualification or compliance referred be disclosed in order to in this Article III. (b) Upon receipt of any notice from make the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant information previously furnished to the registration statement relating to the offering and sale of such Registrable Securities until the receipt Company by such Holder of the supplemented not cause such Registration Statement, prospectus or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver Free Writing Prospectus (A) to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating fail to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains comply with SEC Guidance or (B) contain an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) comply with SEC Guidance and all applicable state securities laws and comply with all applicable regulations in connection with the light registration and the disposition of Registrable Securities. 3.19.3 Each Holder shall, as promptly as practicable, to the extent it is a Registration Participant in a Registration Statement, following its actual knowledge thereof, notify the Company of the circumstances under which they were made. In the occurrence of any event that would reasonably be expected to cause a Registration Statement or prospectus in which its Registrable Securities or any related Free Writing Prospectus are included, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. 3.19.4 Each Holder shall use commercially reasonable efforts to cooperate with the Company in preparing the applicable Registration Statement to the extent it is a Registration Participant and any related prospectus or Free Writing Prospectus. 3.19.5 Each Holder agrees that no Holder shall be entitled to sell any Registrable Securities pursuant to a Registration Statement or to receive a prospectus relating thereto unless such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)has complied with its obligations hereunder.

Holder Obligations. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement or ASR Pro Supp, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement or ASR Pro Supp. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall (i) such Holder furnish to the Company, upon its written request, Company such information as regarding itself, the Registrable Securities held by it may reasonably request in writing (i) regarding and the proposed distribution by such Holder intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder Registrable Securities, and (ii) as required the Holder execute such documents in connection with any such registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.as the Company may reasonably request (b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3.1(h) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3.1(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j3.1(d)(ii), 3.1(d)(iii), 3.1(d)(iv), 3.1(d)(v) or 3.1(m), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until such Holder’s receipt of the receipt by such Holder copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(j). If so directed , or until it is advised in writing by the CompanyCompany that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Such Holder is bound by the “Lock Up” provisions of Section 4.1 of the Issuance Agreement and notwithstanding any provision of this Agreement, such Holder shall deliver to the Company all copies other than permanent file copies then will not sell, transfer, pledge, lend, offer or otherwise dispose of any Registrable Securities except in possession of such Holder compliance with Section 4.1 of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)Issuance Agreement.

Holder Obligations. (a) Each It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that participates in a Registration such Holder shall furnish to the Company, upon its written request, Company such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required or requested to effect the registration of such Holder’s Registrable Securities, including but not limited to the information required by Item 507 of Regulation S-K promulgated under the Securities act or any successor rule thereto. Each Holder covenants and agrees that, in the event the Company informs the Holders in writing that it does not satisfy the conditions specified in Rule 172 promulgated under the Securities Act and, as a result thereof, such Holder and (ii) as is required to deliver a prospectus in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt disposition of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j)Registrable Securities, such Holder shall discontinue its disposition will comply with the prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration Statement, and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement. The Holders shall not effect sales of any securities covered by a registration statement relating filed pursuant to this Agreement (i) prior to the offering and sale withdrawal of any stop order suspending the effectiveness of such registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the registration or qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction where such shares had previously been registered or qualified or (ii) after receipt of facsimile or other written notice from the Company instructing the Holder to suspend sales to permit the Company to correct or update such registration statement or prospectus until the receipt by such Holder receives copies of the a supplemented or amended prospectus contemplated by Section 3.1(j)that corrects any such misstatement(s) or omission(s) and receives notice that any required post-effective amendment has become effective. If so directed by the Company, such Each Holder shall deliver to the Company all copies other than permanent file copies then in possession agrees that it will promptly discontinue offers and sales of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which Registration Statement until such Holder receives copies of the a supplemented or amended prospectus contemplated by Section 3.1(c)that corrects any such misstatement(s) or omission(s) and receives notice that any post-effective amendment has become effective. The Company shall use reasonable best efforts to provide to each Holder supplemented or amended prospectuses referenced in the foregoing two sentences as promptly as practicable.

Holder Obligations. Each Holder agrees to, and in addition it shall be a condition precedent to the obligation of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of the Holders, that each Holder shall: (i) Promptly furnish to the Company such information regarding the Holder, the number of the Registrable Securities owned by it, the number of Registrable Securities to be registered and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities of the Holders, and cooperate fully with the Company in preparing the Resale Registration Statement and any related Prospectus; (ii) If the Company has delivered a Prospectus to the Holder and after having done so the Prospectus is amended or supplemented to comply with the requirements of the Securities Act, at the written request of the Company, the Holder shall immediately cease making offers or Registrable Securities and, upon receipt of the amended or supplemented Prospectus from the Company, the Holder shall use only such amended or supplemented Prospectus in making offers of the Registrable Securities; (iii) During such time as the Holder may be engaged in a distribution of Registrable Securities, the Holder shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things, (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such regulation or (ii) distribute Registrable Securities under the Resale Registration Statement other than in the manner described in the Resale Registration Statement; (iv) If the Company has delivered to the Holder written notice in accordance with Section 2(b), then the Holder shall immediately cease making offers or Transfers of Registrable Securities until the Company shall have given the Holder written notice that the Holder may once again commence making offers or Transfers of Registrable Securities under the current (or amended or supplemented) Prospectus; and (v) Dispose of the Registrable Securities only (a) Each Holder that participates pursuant to an effective registration statement under, and in a Registration compliance with the requirements of, the Securities Act or (b) pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state securities laws, including providing the Company an opinion of counsel selected by the Holder, the form and substance of which opinion shall furnish be reasonably satisfactory to the Company, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant to the effect that such transfer does not require registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c).

Holder Obligations. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall (i) such Holder furnish to the Company, upon its written request, Company such information as regarding itself, the Registrable Securities held by it may reasonably request in writing (i) regarding and the proposed distribution by such Holder intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder Registrable Securities, and (ii) as required the Holder execute such documents in connection with any such registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIas the Company may reasonably request. (b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3.1(g) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3.1(c)(i)–(ii) and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j3.1(c)(ii)–(v) or Section 3.1(l), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until the such Holder’s receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(c3.1(i), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.

Holder Obligations. Each Holder agrees as follows: (a) Each Holder that participates Upon making a request pursuant to Section 2 or 3 hereof, to specify the number of Registrable Securities to be included in a Registration shall Statement on its behalf and the intended method of distribution thereof. (b) To the extent its Registrable Securities are to be included in any registration pursuant to this Agreement, to furnish to the Company, upon its written requestin writing, such information regarding such Holder and the distribution of Registrable Securities proposed by such Holder as it the Company may from time to time reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as shall be required in connection with such registration or qualification of such Registrable Securities under any registration (including an amendment applicable securities law. Each Holder agrees to a registration statement notify the Company as promptly as practicable of any inaccuracy or prospectus), qualification or compliance referred change in information such Holder has previously furnished to in this Article IIIthe Company. (bc) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening of any event of the a kind described in Section 3.1(j4(g), such Holder shall (h) or (o), to immediately discontinue its the disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until such Holder’s receipt of copies of any necessary amendment or supplement to such Registration Statement or the registration statement relating Prospectus contained therein or its receipt of notice from the Company that no such amendment or supplement is required. (d) To cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statements in which Registrable Securities held by such Holder will be included. (e) To comply with all applicable laws related to a registration, the filing of a Registration Statement and the offering and sale of such Registrable Securities until the receipt by such Holder and all applicable rules and regulations of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then governmental authorities in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under connection therewith (including without limitation the Securities Act, of the happening of any event as a result of which information previously furnished in writing Exchange Act, applicable state securities laws and the rules and regulations promulgated by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to applicable state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(cauthorities).

Holder Obligations. Each Holder agrees: (a) Each Holder that participates in a Registration it shall furnish to the Company, upon its written request, Xerox such information regarding such Holder and the plan and method of distribution of Registrable Securities intended by such Holder (i) as it may Xerox may, from time to time, reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as shall be required by law or by the Commission in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.therewith; (b) Upon receipt that information obtained by it or by its Inspectors pursuant to Section 6.01 shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of Xerox or its Affiliates unless and until such information is made generally available to the public; (c) to use its reasonable efforts, prior to making any notice disclosure allowed by Section 6.01(k)(iii)(A) or (B) hereof, to inform Xerox that such disclosure is necessary to avoid or correct a misstatement or omission in the Registration Statement or ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction or otherwise required by law; (d) in the Company, or upon a Holder's otherwise becoming aware, case of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition an Underwritten Offering of Registrable Securities pursuant to this Agreement, if requested by the registration statement relating managing underwriter, to enter into an underwriting agreement with the underwriters for such offering containing such representations and sale of warranties by each Holder and such Registrable Securities until the receipt by other terms and provisions as are customarily contained in such Holder underwriting agreements, including customary indemnity and contribution provisions and “lock-up” obligations substantially similar to Section 5.03 hereof; and (e) to notify Xerox as soon as practicable if it becomes aware of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening occurrence of any event event, development or fact as a result of which information previously furnished a Registration Statement or any Prospectus or supplement, as then in writing by such Holder to the Company specifically for inclusion in such prospectus effect, contains an untrue statement of a material fact with respect to such Holder or omits to state any material fact with respect to such Holder required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made. In the event , not misleading; provided, however, that the Company Holder shall not be required to notify Xerox, or any may limit such notification, as the case may be, solely to the extent necessary, as determined in good faith by such Holder shall give on the advice of counsel, in order not to be in violation of or default under any such noticeapplicable law, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented regulation, rule, stock exchange requirement, self-regulatory body, supervisory authority, legal process or amended prospectus contemplated by Section 3.1(c)fiduciary duty.

Holder Obligations. (a) Each It shall be a condition precedent to the Company’s obligations to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that participates in a Registration such Holder shall furnish to the Company, upon its written request, Company the Questionnaire on Annex A and such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of Holder, the Registrable Securities held by such Holder and (ii) Holder, or as otherwise reasonably required in connection with any by the Company to effect the registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIof such Holder’s Registrable Securities. (b) Upon Each Holder hereby agrees (i) to cooperate with the Company and to furnish to the Company Annex A and all such information regarding such Holder, its ownership of Registrable Securities and the disposition of such securities in connection with the preparation of the Registration Statement and any filings with any state securities commissions as the Company may reasonably request, (ii) to the extent required by the Securities Act, to deliver or cause delivery of the prospectus contained in the Resale Registration Statement, and any amendment or supplement thereto, to any purchaser of the Registrable Securities covered by the Resale Registration Statement from the Holder and (iii) to notify the Company of any sale of Registrable Securities by such Holder. (c) Each Holder agrees that, upon receipt of any notice from a Suspension Notice or the Company, or upon commencement of a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j)Delay Period, such Holder shall will forthwith discontinue its disposition of such Registrable Securities covered by such Registration Statement until such Holder’s receipt of an End of Suspension Notice. (d) Each Holder agrees that it will not sell, transfer or otherwise dispose of Registrable Securities in a manner contrary to applicable securities laws. A period in which one or more Holders are prohibited from selling, transferring or disposing of Registrable Securities pursuant to such laws shall not be deemed a Delay Period for the registration statement relating to purposes of this Agreement. (e) Each Holder represents that it shall dispose of its Shares in accordance with the offering and sale Plan of such Registrable Securities until the receipt by such Holder Distribution section of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)Resale Registration Statement.

Holder Obligations. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall (i) such Holder furnish to the Company, upon its written request, Company such information as regarding itself, the Registrable Securities held by it may reasonably request in writing (i) regarding and the proposed distribution by such Holder intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder Registrable Securities, and (ii) as required the Holder execute such documents in connection with any such registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.as the Company may reasonably request (b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3.1(h) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3.1(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j3.1(d)(ii), 3.1(d)(iii), 3.1(d)(iv), 3.1(d)(v) or 3.1(m), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until such Holder’s receipt of the receipt by such Holder copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(j). If so directed , or until it is advised in writing by the CompanyCompany that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Such Holder is bound by the “Lock Up” provisions of Section 4.1 of the Purchase Agreement and notwithstanding any provision of this Agreement, such Holder shall deliver to the Company all copies other than permanent file copies then will not sell, transfer, pledge, lend, offer or otherwise dispose of any Registrable Securities except in possession of such Holder compliance with Section 4.1 of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)Purchase Agreement.

Holder Obligations. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall (i) such Holder furnish to the Company, upon its written request, Company such information as regarding itself, the Registrable Securities held by it may reasonably request in writing (i) regarding and the proposed distribution by such Holder intended 4893-7416-1910.1 method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder Registrable Securities, and (ii) as required the Holder execute such documents in connection with any such registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIas the Company may reasonably request. (b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 4.1(h) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4.1(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j4.1(d)(ii), 4.1(d)(iii), 4.1(d)(iv), 4.1(d)(v) or 4.1(m), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until the such Holder’s receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(c4.1(j), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Such Holder is bound by the “Lock Up” provisions of Section 4.1 of the Purchase Agreement and notwithstanding any provision of this Agreement, such Holder will not sell, transfer, pledge, lend, offer or otherwise dispose of any Registrable Securities except in compliance with Section 4.1 of the Purchase Agreement.

Holder Obligations. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall (i) such Holder furnish to the Company, upon its written request, Company such information as regarding itself, the Registrable Securities held by it may reasonably request in writing (i) regarding and the proposed distribution by such Holder intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder Registrable Securities, and (ii) as required the Holder execute such documents in connection with any such registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.as the Company may reasonably request (b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the prospectus as then amended or supplemented as contemplated in Section 2.1(l) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 2.1(h) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j2.1(h)(ii), 2.1(h)(iii), 2.1(h)(iv), 2.1(h)(v) or 2.1(l), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until the such Holder’s receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(c2.1(n), or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus or Registration Statement.

Holder Obligations. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall (i) such Holder furnish to the Company, upon its written request, Company such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of itself and the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder Registrable Securities, and (ii) as required the Holder execute such documents in connection with any such registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.as the Company may reasonably request (b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the prospectus as then amended or supplemented as contemplated in Section 2.1(l) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 2.1(h) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j2.1(h)(ii), 2.1(h)(iii), 2.1(h)(iv), 2.1(h)(v) or 2.1(q), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until the such Holder’s receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(c2.1(n), or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus or Registration Statement.

Holder Obligations. Each Holder agrees: (a) Each Holder that participates in a Registration it shall furnish to the Company, upon its written request, Lionsgate such information regarding such Holder and the plan and method of distribution of Registrable Securities intended by such Holder (i) as it may Lionsgate may, from time to time, reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as shall be required by law or by the Commission in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.therewith; (b) Upon receipt that information obtained by it or by its Inspectors shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of Lionsgate or its Affiliates unless and until such information is made generally available to the public; (c) to use its reasonable efforts, prior to making any notice disclosure allowed by Section 7.1(k)(iii)(A) or (B) hereof, to inform Lionsgate that such disclosure is necessary to avoid or correct a misstatement or omission in the Registration Statement or ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction or otherwise required by law; (d) in the Company, or upon a Holder's otherwise becoming aware, case of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition an Underwritten Offering of Registrable Securities pursuant to this Agreement, if requested by the registration statement relating managing underwriter, to enter into an underwriting agreement with the underwriters for such offering containing such representations and sale of warranties by each Holder and such Registrable Securities until the receipt by other terms and provisions as are customarily contained in such Holder underwriting agreements, including customary indemnity and contribution provisions and “lock-up” obligations substantially similar to Section 6.3 hereof; and (e) to notify Lionsgate as soon as practicable if it becomes aware of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening occurrence of any event event, development or fact as a result of which information previously furnished a Registration Statement or any Prospectus or supplement, as then in writing by such Holder to the Company specifically for inclusion in such prospectus effect, contains an untrue statement of a material fact with respect to such Holder or omits to state any material fact with respect to such Holder required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made. In the event , not misleading; provided, however, that the Company Holder shall not be required to notify Liongate, or any may limit such notification, as the case may be, solely to the extent necessary, as determined in good faith by such Holder shall give on the advice of counsel, in order not to be in violation of or default under any such noticeapplicable law, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented regulation, rule, stock exchange requirement, self-regulatory body, supervisory authority, legal process or amended prospectus contemplated by Section 3.1(c)fiduciary duty.

Holder Obligations. In connection with the registration of the Conversion Shares and the Payment Shares, the Holder shall have the following obligations: (ai) Each It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Section 8 with respect to the Conversion Shares that the Holder that participates in a Registration shall furnish to the CompanyCompany the information reasonably and customarily requested by the Company necessary to complete the Registration Statement (the “Required Information”). At least ten (10) days prior to the anticipated filing date of the Registration Statement, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Company shall notify the Holder of the Registrable Securities held Required Information needed by such the Company. If at least four (4) days prior to the SEC filing date for the Registration Statement the Company has not received the Required Information from the Holder, the Company shall so notify the Holder at least three (3) days prior to the SEC filing date for the Registration Statement and if at least two (2) days prior to the SEC filing date for the Registration Statement the Company still has not received the Required Information from the Holder, then the Company need not file the Registration Statement; provided, however, that nothing herein shall constitute a waiver of the requirements of this Section 8. (ii) The Holder agrees to cooperate with the Company as required reasonably requested by the Company in connection with any registration (including an amendment the preparation and filing hereunder of the Registration Statement, unless the Holder has notified the Company in writing of its election to a registration statement or prospectus)exclude all of its Conversion Shares, qualification or compliance referred to in this Article IIIWarrant Shares and the Payment Shares from registration. (biii) Upon receipt of In connection with any notice from the Company, or upon a Holder's otherwise becoming aware, sale of the happening of any event of Conversion Shares or the kind described in Section 3.1(j), such Payment Shares which is made by the Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement Registration Statement relating thereto (A) if such sale is made through the Holder’s broker, the Holder shall instruct such broker to deliver the applicable prospectus to the offering purchaser (or the broker therefor) in connection with such sale and sale shall supply copies of such Registrable Securities until prospectus to such broker; (B) if such sale is made in a transaction directly with a Holder and not through the receipt facilities of any securities exchange or market, the Holder shall deliver, or cause to be delivered, the applicable prospectus to such purchaser; and (C) if such sale is made by such any means other than those described in the immediately preceding clauses (A) and (B), the Holder shall otherwise use its reasonable best efforts to comply with the prospectus delivery requirements of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, Securities Act applicable to such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)sale.

Holder Obligations. (a) Each In connection with an Approved Sale, each Unit Holder that participates and the Company will consent to and raise no objections against the Approved Sale. If the Approved Sale is structured as an asset sale, merger or consolidation, then each Unit Holder shall vote for or consent to, and waive any dissenters rights, appraisal rights or similar rights in a Registration shall furnish to the Company, upon its written requestconnection with, such information transaction. If the Approved Sale is structured as it may reasonably request a Transfer of Units, then each Unit Holder shall Transfer all of his or its Units and rights to acquire Units on the terms and conditions approved by [•]. Each Unit Holder and the Company shall take all necessary or desirable actions in writing connection with the consummation of an Approved Sale as requested by [•], including executing a sale contract pursuant to which each Unit Holder will severally (but not jointly) make representations and warranties concerning solely (i) regarding the proposed distribution ownership of the Units (if any) to be sold by such Holder of the Registrable Securities held by such Holder holder, and (ii) as required such holder’s ability to execute such sale contract and necessary ancillary documents and perform the obligations thereunder, and provide indemnities solely in respect of such representations and warranties made by such holder. Each Unit Holder agrees that, if [•] so requests, the agreements relating to the Approved Sale may provide for indemnity (on a several, but not joint and several, basis) by each Unit Holder in respect of the Company Reps not made by such Unit Holder; provided that no Unit Holder shall be obligated to make payments in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to Company Loss in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, excess of the happening of total consideration received by such Unit Holder in connection with such Approved Sale, and any event of the kind Company Losses will be allocated to such Unit Holders as described in Section 3.1(j)17.1 below. Notwithstanding the foregoing, such the obligations of the holders of Units with respect to an Approved Sale are subject to the satisfaction of the following conditions: (i) each Unit Holder shall discontinue its disposition receive the same form of Registrable Securities pursuant consideration or, if holders of Units are given an option as to the registration statement relating form or amount of consideration to be received, each Unit Holder shall be given the same option; and (ii) each holder of then currently exercisable rights to acquire Units shall be given an opportunity to exercise such rights prior to the offering consummation of the Approved Sale and participate in such sale as a holder of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)Units.

Holder Obligations. (ai) Each The Company may require each Holder that participates in a Registration shall of Registrable Securities to be sold under such registration statement to furnish to the Company, upon its written request, Company with such information as it may reasonably request in writing (iI) regarding the such Holder’s proposed distribution by of such Holder of the Registrable Securities held by such Holder securities and (ii2) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (bii) Upon Each Holder, by execution of this Agreement, agrees (1) that upon receipt of any notice from the Company, or upon a such Holder's ’s otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j)subdivision (a)(ix) of this Article III, such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the copies of the supplemented or amended prospectus contemplated by Section 3.1(j). If subdivision (a)(ix) of this Article III and, if so directed by the Company, such Holder shall will deliver to the Company all copies other than permanent file copies copies, then in possession of such Holder the Holders of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall notice and (2) that it will immediately notify the Company, at any time during which when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(csubdivision (a)(iii) of this Article III shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(csubdivision (a)(ix) of this Article III to and including the date on which when such Holder receives shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(c)subdivision (a)(ix) of this Article III.

Holder Obligations. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall (i) such Holder furnish to the Company, upon its written request, Company such information as regarding itself, the Registrable Securities held by it may reasonably request in writing (i) regarding and the proposed distribution by such Holder intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder Registrable Securities, and (ii) as required the Holder execute such documents in connection with any such registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIas the Company may reasonably request. (b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 4.1(h) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4.1(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j4.1(d)(ii), 4.1(d)(iii), 4.1(d)(iv), 4.1(d)(v) or 4.1(m), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until the such Holder’s receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(c4.1(j), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.

Holder Obligations. (a) Each Holder that participates in a Registration shall furnish to the Company, upon its written request, such information as it may reasonably request in writing shall: (i) Furnish to the Company such information regarding the proposed distribution by such Holder Holder, the number of the Registrable Securities held owned by it, the number of Registrable Securities to be registered and the intended method of disposition of such Holder securities as shall be required to effect the registration of the Registrable Securities of the Holders, and reasonably cooperate with the Company in preparing the Resale Registration Statement and any related Prospectus; (ii) as required in connection If the Company has delivered a Prospectus to the Holder and after having done so the Prospectus is amended or supplemented to comply with any registration (including an amendment to a registration statement the requirements of the Securities Act, at the written request of the Company, the Holder shall cease making offers or prospectus)Registrable Securities and, qualification or compliance referred to in this Article III. (b) Upon upon receipt of any notice the amended or supplemented Prospectus from the Company, the Holder shall use only such amended or upon a Holder's otherwise becoming aware, supplemented Prospectus in making offers of the happening Registrable Securities; (iii) During such time as the Holder may be engaged in a distribution of Registrable Securities, the Holder shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things, not engage in any event stabilization activity in connection with the securities of the kind described Company in contravention of such regulation; (iv) If the Company has delivered to the Holder written notice in accordance with Section 3.1(j2(b), such then the Holder shall discontinue its disposition cease making offers or Transfers of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Company shall have given the Holder written notice that the Holder may once again commence making offers or Transfers of Registrable Securities under the current (or amended or supplemented) Prospectus, which written notice the Company shall as promptly as practicable; (v) Dispose of the supplemented Registrable Securities only (A) pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or amended prospectus contemplated by Section 3.1(j). If so directed by (B) pursuant to an available exemption from the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder registration requirements of the prospectus relating to the offering Securities Act, and sale of such Registrable Securities current at the time of receipt of such notice. in compliance with any applicable state securities laws; and (vi) In additionconnection with any underwritten offering, each Holder shall immediately notify not, during such period (which period shall in no event exceed one hundred and eighty (180) days, subject to any then customary “booster shot” extension following the Companyeffective date of any registration statement) requested by any managing underwriter(s), sell, pledge, hypothecate, transfer, make any short sale of, loan, grant any option or right to purchase of, or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Securities owned by it at any time during which such period, except Registrable Securities included in such registration; provided that any release of Registrable Securities from such “lock up” shall be effected among the Holders and the Lenders on a prospectus relating pro rata basis according to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing then owned by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)them.

Holder Obligations. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall such Holder furnish to the Company, upon its written request, such information as it may reasonably request in writing Company (i) a completed Selling Stockholder Questionnaire and (ii) such further information regarding itself, the proposed distribution Registrable Securities held by such Holder it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIRegistrable Securities. (b) Each Holder covenants and agrees by its acquisition of Registrable Securities that (i) it will not sell any Registrable Securities under a Registration Statement until it has received copies of the Prospectus with respect to such Registration Statement as then amended or supplemented as contemplated in Section 4.1(h) and notice that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4.1(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j4.1(d)(ii), 4.1(d)(iii), 4.1(d)(iv), 4.1(d)(v) or 4.1(m), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to under the registration statement relating to the offering and sale of applicable Registration Statement until such Registrable Securities until the Holder’s receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(c4.1(j), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.

Holder Obligations. (a) Each Holder agrees, by acquisition of the Registrable Securities, and each beneficial holder of the Securities agrees, by acquisition of the Securities, that participates in no Holder shall be entitled to transfer any Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished IKON with a Notice and Questionnaire as required pursuant to Section 2(f) hereof and the information set forth in the next sentence. Each Electing Holder shall promptly furnish to IKON all information required to be disclosed in order to make the Company, upon its written information previously furnished to IKON by such Electing Holder not misleading and any other information regarding such Electing Holder and the distribution of such Registrable Securities as IKON may from time to time reasonably request, such information as it may reasonably request in writing (i) regarding the proposed distribution . Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Registrable Securities held Prospectus delivered by such Holder and (ii) as required in connection with such disposition, that such Prospectus does not as of the time of such sale contain any registration (including an amendment untrue statement of a material fact relating to a registration statement or prospectus)provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, qualification or compliance referred to in this Article IIIthe light of the circumstances under which they were made, not misleading. (b) Upon Each Holder agrees by acquisition of the Registrable Securities that upon actual receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, IKON of the happening of any event of the kind described in Section 3.1(jSections 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, such Holder shall holder will forthwith discontinue its disposition of such Registrable Securities pursuant to covered by the registration statement relating to the offering Shelf Registration Statement or Prospectus and sale will not resume disposition of such Registrable Securities until the such holder's receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.1(c4(k) hereof, or until it is advised in writing by IKON that the use of the applicable Prospectus may be resumed. (c) During the Effectiveness Period, each Electing Holder will promptly (and in any case within two Business Days after completion of such sale or other transfer) notify IKON following any sale or other transfer of Registrable Securities under the Shelf Registration Statement or pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A under the Securities Act).

Holder Obligations. (a) Each Holder that participates in a Registration The Holders shall furnish to comply with the Company, upon its written request, such information as it may reasonably request in writing following: (i) regarding In connection with any Holder Underwritten Offering, each participating Holder (A) shall promptly furnish to Parent and the proposed distribution managing underwriter in writing such information with respect to such Holder and the intended method of disposition of its Registrable Securities as required by Law to be included in the Prospectus (or amendment or supplement thereto) and all information required to be disclosed in order to make the information previously furnished to Parent by such Holder not contain a material misstatement of the Registrable Securities held by fact or necessary to cause such Holder and Prospectus (iior amendment or supplement thereto) as required in connection with any registration (including an amendment not to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of omit a material fact or omits with respect to state any material fact required to be stated therein or such Holder necessary in order to make the statements therein not misleading misleading; (B) shall comply with the Securities Act and the Exchange Act and all applicable state securities Laws and comply with all applicable regulations in connection with the light registration and the disposition of the circumstances under which they were madeRegistrable Securities; and (C) shall not use any Free Writing Prospectus without the prior written consent of Parent. In the event that the Company or If any Holder fails to provide such information required to be included in such Prospectus in a timely manner after written request therefor, Parent may exclude such Electing Holder’s Registrable Securities from such Holder shall give Underwritten Offering under Section 2 hereof. (ii) Each Holder that has securities registered for resale on the Registration Statement filed hereunder agrees that upon receipt of any such notice, the period referred to notice contemplated in Section 3.1(c) shall be extended by a number 2.1(b), such Holder will forthwith discontinue the disposition of days equal its Registrable Securities pursuant to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)Registration Statement.

Holder Obligations. Each Holder agrees: (a) Each Holder that participates in a Registration it shall furnish to the Company, upon its written request, HERC such information regarding such Holder and the plan and method of distribution of Registrable Securities intended by such Holder (i) as it may HERC may, from time to time, reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as shall be required by law or by the Commission in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.therewith; (b) Upon receipt that information obtained by it or by its Inspectors pursuant to Section 6.01 shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of HERC or its Affiliates unless and until such information is made generally available to the public; (c) to use its reasonable efforts, prior to making any notice disclosure allowed by Section 6.01(k)(iii)(A) or (B) hereof, to inform HERC that such disclosure is necessary to avoid or correct a misstatement or omission in the Registration Statement or ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction or otherwise required by law; (d) in the Company, or upon a Holder's otherwise becoming aware, case of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition an Underwritten Offering of Registrable Securities pursuant to this Agreement, if requested by the registration statement relating managing underwriter, to enter into an underwriting agreement with the underwriters for such offering containing such representations and sale of warranties by each Holder and such Registrable Securities until the receipt by other terms and provisions as are customarily contained in such Holder underwriting agreements, including customary indemnity and contribution provisions and "lock-up" obligations substantially similar to Section 5.03 hereof; and (e) to notify HERC as soon as practicable if it becomes aware of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening occurrence of any event event, development or fact as a result of which information previously furnished a Registration Statement or any Prospectus or supplement, as then in writing by such Holder to the Company specifically for inclusion in such prospectus effect, contains an untrue statement of a material fact with respect to such Holder or omits to state any material fact with respect to such Holder required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made. In the event , not misleading; provided, however, that the Company Holder shall not be required to notify HERC, or any may limit such notification, as the case may be, solely to the extent necessary, as determined in good faith by such Holder shall give on the advice of counsel, in order not to be in violation of or default under any such noticeapplicable law, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented regulation, rule, stock exchange requirement, self-regulatory body, supervisory authority, legal process or amended prospectus contemplated by Section 3.1(c)fiduciary duty.

Holder Obligations. (a) Each Holder that participates in a Registration shall furnish to the Company, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j3.1(h), such Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j3.1(h). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(cSection (c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c).

Holder Obligations. (a) Each It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities that the Holder that participates in a Registration shall furnish in writing to the Company, upon its written request, Company such information as regarding itself, the Registrable Securities held by it may reasonably request in writing (i) regarding and the proposed distribution by such Holder intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect the registration of such Holder Registrable Securities, and (ii) as required shall execute such documents in connection with such registration as the Company may reasonably request. The Company may exclude from such registration the Registrable Securities of any registration (including an amendment such Holder who fails to furnish such information within a registration statement or prospectus)reasonable time prior to the filing of each Registration Statement, qualification or compliance referred to in this Article IIIsupplemented Prospectus and/or amended Registration Statement. (b) Upon receipt The Holder, by its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Registration Statement. (c) Each Holder covenants and agrees that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3(f) and notice from the CompanyCompany that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3(d), and (ii) it and its officers, directors or upon a Holder's otherwise becoming awareAffiliates, if any, will comply with the prospectus delivery requirements of the happening Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. (d) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3.1(jSections 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or 5(b)(iii) and 5(b)(iv), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until such Holder's receipt of the receipt by such Holder copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(j3(i). If so directed , or until it is advised in writing (the "Advice") by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (e) The Holder may not participate in any underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such Holder shall deliver underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement. (f) To the extent required by applicable law, deliver a prospectus to the purchaser of Registrable Securities. (g) Notify the Company when it has sold all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately theretofore held by it. (h) Promptly notify the Company, at Company in the event that any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing supplied by such Holder to the Company specifically in writing for inclusion in such the Registration Statement or related prospectus contains an is untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein such information not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)then existing.

Holder Obligations. (a) 6.6.1 Each Holder that participates in a Registration shall furnish to the Companyagrees that, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening of any event requiring the preparation of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant a supplement or amendment to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be so that, as thereafter delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in Holders, such prospectus contains shall not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light misleading, each Holder will forthwith discontinue disposition of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice Registrable Securities pursuant to a Registration Statement and prospectus contemplated by Section 3.1(c) to and including the date on which such Holder receives 6.1 until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. 6.6.2 Each Holder shall suspend, upon request of the Company, any disposition of Registrable Securities pursuant to any Registration Statement and prospectus contemplated by Section 3.1(c)6.1 during no more than two periods of no more than 30 calendar days each during any 12-month period to the extent that the Board determines in good faith that the sale of Registrable Securities under any such Registration Statement would be reasonably likely to cause a violation of the Securities Act or Exchange Act. 6.6.3 As a condition to the inclusion of its Registrable Securities, each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing, including completing a Registration Statement Questionnaire in the form provided by the Company, or as shall be required in connection with any registration referred to in this Article 6. 6.6.4 Each Holder hereby covenants with the Company (a) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (b) if such Registrable Securities are to be sold by any method or in any transaction other than on a national securities exchange or in the over-the-counter market, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least five (5) Business Days prior to the date on which the Holder first offers to sell any such Registrable Securities. 6.6.5 At the end of the Registration Period the Holders shall discontinue sales of shares pursuant to any Registration Statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by any such Registration Statement which remain unsold, and such Holders shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company.

Holder Obligations. (a) Each Holder agrees that: (i) it shall be a condition precedent to the obligations of the Company to complete the registration pursuant hereto with respect to any Holder’s Registrable Shares that participates in a Registration the Holder shall furnish to the Company, upon its written request, Company such information as it may reasonably request in writing (i) regarding Holder, the proposed distribution Registrable Shares held by such Holder and the intended method of disposition of the Registrable Securities Shares held by such the Holder and (ii) as shall be reasonably required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to effect the registration of such Registrable Securities Shares and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) days prior to the first anticipated filing date of the registration statement, the Company shall notify the Holders of the information the Company requires from each Holder (the “Requested Information”) if any of such Holder’s Registrable Shares are eligible for inclusion in the registration statement. If at least two (2) business days prior to the filing date the Company has not received the Requested Information from any such Holder (at such time Holder becoming a “Non-Responsive Holder”), then the Company may file the registration statement without including the Non-Responsive Holder’s Shares but shall not be relieved of its obligation to file a registration statement with the SEC relating to the Shares of Non-Responsive Holder promptly after Non-Responsive Holder provides the Requested Information; (ii) it shall not prepare or use any Free Writing Prospectus (as such term is required to be delivered defined in Rule 405 under the Securities Act) unless any and all issuer information included therein has been approved by the Company (such approval not to be unreasonably withheld); (iii) as promptly as practicable after becoming aware of such event, it shall notify the Company of the happening occurrence of any event event, as a result of which information previously furnished the prospectus included in writing by such Holder to the Company specifically for inclusion a registration statement, as then in such prospectus contains effect, includes an untrue statement of a material fact or omits to state any a material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made. In the event that , not misleading; and (iv) upon receipt of any notice from the Company or of the occurrence of any such Holder shall give any such notice, event of the period referred to kind described in Section 3.1(c) shall be extended by a number 5(a)(ix), it will forthwith discontinue its disposition of days equal Registrable Shares pursuant to the number of days during the period from and including the giving of notice pursuant registration statement relating to Section 3.1(c) to and including the date on which such Holder Registrable Shares until it receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c5(a)(ix) and, if so directed by the Company, it will deliver to the Company all copies then in their possession of the prospectus relating to such Registrable Shares, current at the time of receipt of such notice. If a Holder’s disposition of Registrable Shares in connection with a Demand Notice is discontinued pursuant to the foregoing sentence, unless the Company thereafter extends the effectiveness of the registration statement to permit dispositions of Registrable Shares by any selling Holders at least thirty (30) consecutive days and for an aggregate of one hundred and eighty (180) days, whether or not consecutive, the registration statement shall not be counted for purposes of determining whether the Holders have exercised a Demand Notice pursuant to Section 2(b).

Holder Obligations. (a) Each Holder agrees: (i) that participates in a Registration it shall furnish to the Company, upon its written request, Company such information regarding such Holder and the plan and method of distribution of Registrable Securities intended by such Holder (A) as it may the Company may, from time to time, reasonably request in writing and (iB) regarding as shall be required by law or by the proposed distribution by such SEC in connection therewith, and, if any Holder does not provide information requested pursuant to this Section 5(b)(i) within seven (7) Business Days after receipt of a written request therefor, the Company shall have the right to exclude from the underwritten offering the Registrable Securities held by of such Holder and Holder; (ii) that information relating to the Company and its Affiliates that is provided by or on behalf of the Company to it or its other Inspectors shall be deemed confidential and shall not be used by it as required the basis for any market transactions in connection the securities of the Company or its Affiliates unless and until such information is made generally available to the public; (iii) to use reasonable efforts, prior to making any disclosure allowed under clause (x) or clause (y) of the proviso in Section 5(a)(xii), to provide the Company with any registration (including an amendment prior written notice that such disclosure is necessary to avoid or correct a misstatement or omission in the registration statement or prospectus)is ordered pursuant to a subpoena or other order from a court or other Governmental Authority of competent jurisdiction or otherwise required by law, qualification in sufficient time to afford the Company with an opportunity to seek a protective order or compliance referred to other appropriate remedy in this Article III.response; and (biv) Upon receipt in the case of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition an underwritten offering of Registrable Securities pursuant to this Agreement, if requested by the registration statement relating managing underwriter, to enter into an underwriting agreement with the underwriters for such offering containing such reasonable representations and sale of warranties by each Holder and such Registrable Securities until the receipt by other terms and provisions as are customarily contained in such underwriting agreements, including reasonable and customary indemnity and contribution provisions and “lock-up” obligations substantially similar to those contained in Section 4(c); provided, however, that no Holder will be required to agree to any indemnification obligations in favor of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, underwriters for such Holder shall deliver to the Company all copies other offering that are greater than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice its obligations pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c6(b).

Holder Obligations. (ai) Each The Corporation may require each Holder that participates in a Registration shall of Registrable Securities to be sold under such registration statement to furnish to the Company, upon its written request, Corporation with such information as it may reasonably request in writing (i1) regarding the such Holder’s proposed distribution by of such Holder of the Registrable Securities held by such Holder securities and (ii2) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. The Corporation agrees not to file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, which refers to any seller of any Registrable Securities covered thereby by name, or otherwise identifies such seller as the holder of any Registrable Securities, without the prior written consent of such seller, such consent not to be unreasonably withheld, unless such disclosure is required by law, in which case the Corporation will notify such Holder of its intent to make such amendment or supplement as soon as possible, but in any event in advance of effecting such amendment or supplement. (bii) Upon Each Holder, by execution of this Agreement, agrees (1) that upon receipt of any notice from the CompanyCorporation, or upon a such Holder's ’s otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j)subdivision (a)(ix) of this Article III, such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the copies of the supplemented or amended prospectus contemplated by Section 3.1(j). If subdivision (a)(ix) of this Article III and, if so directed by the CompanyCorporation, such Holder shall will deliver to the Company Corporation all copies other than permanent file copies copies, then in possession of such Holder the Holders of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall notice and (2) that it will immediately notify the CompanyCorporation, at any time during which when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company Corporation specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company Corporation or any such Holder shall give any such notice, the period referred to in Section 3.1(csubdivision (a)(iii) of this Article III shall be extended by a number of days equal to the number of days during the period from and including the date of the giving of notice pursuant to Section 3.1(csubdivision (a)(ix) of this Article III to and including the date on which when such Holder receives shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(c)subdivision (a)(ix) of this Article III.

Holder Obligations. Each Holder agrees that it shall (and each Holder acknowledges and agrees that the Company’s obligations hereunder shall be subject to the Holder’s compliance with the following obligations): (a) Each Holder that participates in a Registration shall furnish to the Company, upon its written request, Company such information as it may reasonably request in writing (i) regarding such Holder and the proposed plan and method of distribution of Registrable Securities intended by such Holder of as shall be required by law or by the Registrable Securities held by such Holder and (ii) as required Commission in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Holder’s Registrable Securities is and promptly thereafter notify the Company of any changes to such information that to such Holder’s knowledge would be required to be delivered updated in a Registration Statement filed under this Agreement, including promptly notifying the Securities Act, of the happening Company if it becomes aware of any event information regarding such Holder or its intended plan and method of distribution, as a result of which information previously furnished a Prospectus included in writing by such Holder to the Company specifically for inclusion a Registration Statement hereunder, as then in such prospectus contains effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made. In , not misleading, and which untrue statement or omission requires amendment of the event that Registration Statement or supplementing the Company or any such Holder shall give any such notice, Prospectus; and (b) in the period referred to in Section 3.1(c) shall be extended by a number case of days equal to the number an Underwritten Offering of days during the period from and including the giving of notice Registrable Securities pursuant to Section 3.1(c) this Agreement, if requested by the managing underwriter, to enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by each Holder and such other terms and provisions as are customarily contained in such underwriting agreements for selling shareholders, including the date on which customary indemnity and contribution provisions and “lock-up” obligations reasonably acceptable to such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)managing underwriter and such Holder.

Holder Obligations. (a) Each No Holder, underwriter, if any, or other person or entity acting for any of them shall commence any offering or consummate any sale of any Registrable Shares included in the Resale Shelf Registration Statement requiring delivery of a prospectus unless the Holder that participates in Representative has given the Company at least five (5) and not more than sixty (60) days' prior written notice (a Registration shall furnish "Proposed Sale Notice") of the intention to the Company, upon its written request, such information as it may reasonably request in writing do so specifying (i) the Holders proposing to participate in the offering and the number of Registrable Shares to be offered and sold by each Holder and (ii) the intended method or methods of distribution of such Registrable Shares, and the Holders shall terminate any such offering that is not consummated within forty-five (45) days of its commencement (it being understood that any offering terminated pursuant to this clause shall be deemed to have been consummated for purposes of Section 1.2(b) above, and it being further understood that the forty-five (45) day period shall be deemed extended one day for each day that the Company suspends the offering pursuant to its rights in Section 1.6 hereof). The Holder Representative shall give the Company prompt written notice of the completion, termination or abandonment of any sale or offering of Registrable Shares. (b) Each Holder agrees to cooperate with the Company in connection with the preparation of the Resale Shelf Registration Statement, and for so long as the Company is obligated to keep the Resale Shelf Registration Statement effective, each Holder agrees that it will (i) respond within five (5) Business Days to any request by the Company to provide or verify information regarding a Holder or a Holder's Registrable Shares (including the proposed manner of sale) that may be required to be included in such Resale Shelf Registration Statement pursuant to the rules and regulations of the Commission, and (ii) provide in a timely manner information regarding the proposed distribution by such Holder of the Registrable Securities held Shares and such other information as may reasonably be requested by such Holder and (ii) as required the Company from time to time in connection with the preparation of and for inclusion in the Resale Shelf Registration Statement and any registration (including an amendment to a registration statement or related prospectus), qualification or compliance referred to in this Article III. (bc) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed requested by the Company, such each Holder shall agrees that before using the Resale Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereto, it will deliver to the Company all copies other than permanent file copies then in possession of a certification that it has reviewed the information contained therein and representing and warranting to the Company that the information relating to such Holder and its plan of distribution is as set forth in the related prospectus, that the prospectus relating to the offering and sale does not, as of such Registrable Securities current at the time of receipt of such notice. In additionsale, each Holder shall immediately notify the Company, at contain any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact relating to or omits provided by such Holder or its plan of distribution and that the prospectus does not, as of the time of such sale, omit to state any material fact required relating to be stated therein such Holder or its plan of distribution necessary to make the statements therein not misleading in such prospectus, in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)misleading.

Holder Obligations. (a) Each It shall be a condition precedent to the ------------------- obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder that participates in a Registration such Holder shall furnish to the Company, upon its written request, Company such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities. Each Holder shall give five days advance written notice of its intention to sell Registrable Securities under a Registration Statement to enable the Company to evaluate the Registration Statement and (iigive any necessary notice contemplated by Section 3(f) as required in connection with any registration (including an amendment to a registration statement or prospectus)above. The Holders shall, qualification or compliance referred to in this Article III. (b) Upon upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening of any event of the kind described in Section 3.1(j)3(f) hereof, such Holder shall forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of Prospectus or Registration Statement covering such Registrable Securities until the receipt by such Holder Holders shall have received copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.1(j). If 3(f) hereof, and, if so directed by the Company, such Holder the Holders shall deliver to the Company (at the Company's expense) all copies copies, other than permanent file copies then in possession of such Holder the Holders' possession, of the prospectus relating to the offering and sale of Prospectus covering such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c).

Holder Obligations. Each Holder agrees as follows: (a) Each Holder that participates Upon making a request pursuant to Section 2 or 3 hereof, to specify the number of Registrable Securities to be included in a Registration shall Statement on its behalf and the intended method of distribution thereof. (b) To the extent its Registrable Securities are to be included in any registration pursuant to this Agreement, to furnish to the Company, upon its written requestin writing, such information regarding such Holder and the distribution of Registrable Securities proposed by such Holder as it the Company may from time to time reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as shall be required in connection with such registration or qualification of such Registrable Securities under any registration (including an amendment applicable securities law. Each Holder agrees to a registration statement notify the Company as promptly as practicable of any inaccuracy or prospectus), qualification or compliance referred change in information such Holder has previously furnished to in this Article IIIthe Company. (bc) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening of any event of the a kind described in Section 3.1(j4(g), such Holder shall (h) or (o), to immediately discontinue its the disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until such Xxxxxx’s receipt of copies of any necessary amendment or supplement to such Registration Statement or the registration statement relating Prospectus contained therein or its receipt of notice from the Company that no such amendment or supplement is required. (d) To cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statements in which Registrable Securities held by such Holder will be included. (e) To comply with all applicable laws related to a registration, the filing of a Registration Statement and the offering and sale of such Registrable Securities until the receipt by such Holder and all applicable rules and regulations of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then governmental authorities in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under connection therewith (including without limitation the Securities Act, of the happening of any event as a result of which information previously furnished in writing Exchange Act, applicable state securities laws and the rules and regulations promulgated by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to applicable state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(cauthorities).

Holder Obligations. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall (i) such Holder furnish to the Company, upon its written request, Company such information as regarding itself, the Registrable Securities held by it may reasonably request in writing (i) regarding and the proposed distribution by such Holder intended 4924-2563-4306.3 method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder Registrable Securities, and (ii) as required the Holder execute such documents in connection with any such registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIas the Company may reasonably request. (b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 4.1(h) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 4.1(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j4.1(d)(ii), 4.1(d)(iii), 4.1(d)(iv), 4.1(d)(v) or 4.1(m), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until the such Holder’s receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(c4.1(j), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. (d) Such Holder is bound by the “Lock Up” provisions of Section 4.1 of the Purchase Agreement and notwithstanding any provision of this Agreement, such Holder will not sell, transfer, pledge, lend, offer or otherwise dispose of any Registrable Securities except in compliance with Section 4.1 of the Purchase Agreement.

Holder Obligations. (a) 3.4.1 Each Holder that participates in a Registration shall furnish to the Companyagrees that, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening of any event requiring the preparation of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant a supplement or amendment to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be so that, as thereafter delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in Holders, such prospectus contains shall not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light misleading, each Holder will forthwith discontinue disposition of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice Registrable Securities pursuant to a Registration Statement and prospectus contemplated by Section 3.1(c) to and including the date on which such Holder receives 3.1 until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Xxxxxx’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. 3.4.2 Each Holder shall suspend, upon request of the Company, any disposition of Registrable Securities pursuant to any Registration Statement and prospectus contemplated by Section 3.1(c)3.1 during no more than two periods of no more than 30 calendar days each during any 12-month period to the extent that the Board determines in good faith that the sale of Registrable Securities under any such Registration Statement would be reasonably likely to cause a violation of the Securities Act or Exchange Act. 3.4.3 As a condition to the inclusion of its Registrable Securities, each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing, including completing a customary registration statement questionnaire in the form provided by the Company, or as shall be required in connection with any registration referred to in this Section 3. 3.4.4 Each Holder hereby covenants with the Company (a) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (b) if such Registrable Securities are to be sold by any method or in any transaction other than on a national securities exchange or in the over-the-counter market, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least five (5) business days prior to the date on which the Holder first offers to sell any such Registrable Securities.

Holder Obligations. (a) Each If Registrable Securities owned by any Holder that participates are included in a Demand Registration Statement, a Shelf Registration Statement or a Piggyback Registration, such Holder shall furnish promptly to the Company, upon its written request, Company such information regarding itself and the distribution of such Registrable Securities by such Holder as it is required under SEC Guidance or as the Company may otherwise from time to time reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIwriting. (b) Upon receipt Each Holder that has requested inclusion of its Registrable Securities in any notice from Registration Statement shall (i) furnish to the CompanyCompany (as a condition precedent to such Holder’s participation in such registration) in writing such information with respect to such Holder, or upon a Holder's otherwise becoming aware, its ownership of Common Stock and the happening intended method of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of its Registrable Securities pursuant as the Company may reasonably request or as may be required by SEC Guidance for use in connection with any related Registration Statement or Prospectus and any Free Writing Prospectus related thereto and all information required to be disclosed in order to make the information previously furnished to the registration statement relating to the offering and sale of such Registrable Securities until the receipt Company by such Holder of the supplemented not cause such Registration Statement, Prospectus or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver Free Writing Prospectus (A) to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating fail to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains comply with SEC Guidance or (B) contain an untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading (in the case of a Prospectus, preliminary prospectus or Free Writing Prospectus, in light of the circumstances under which they were are made. In ) and (ii) comply with SEC Guidance and all applicable state securities laws and comply with all applicable regulations in connection with the registration and the disposition of Registrable Securities. (c) Each Holder shall, as soon as possible, to the extent it is a Registration Participant in a Registration Statement, following its actual knowledge thereof, notify the Company of the occurrence of any event that would reasonably be expected to cause a Registration Statement or Prospectus in which its Registrable Securities or any related Free Writing Prospectus are included, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading (in the case of a Prospectus or Free Writing Prospectus, in light of the circumstances under which they are made). (d) Each Holder shall cooperate with the Company in preparing the applicable Registration Statement to the extent it is a Registration Participant and any related Prospectus or Free Writing Prospectus. (e) Each Holder agrees that no Holder shall be entitled to sell any Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)has complied with its obligations under this Article II.

Holder Obligations. In connection with the registration of the Conversion Shares and the Payment Shares, the Holder shall have the following obligations: (ai) Each It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Section 8 with respect to the Conversion Shares that the Holder that participates in a Registration shall furnish to the CompanyCompany the information reasonably and customarily requested by the Company necessary to complete the Registration Statement (the "Required Information"). At least ten (10) days prior to the anticipated filing date of the Registration Statement, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Company shall notify the Holder of the Registrable Securities held Required Information needed by such the Company. If at least four (4) days prior to the SEC filing date for the Registration Statement the Company has not received the Required Information from the Holder, the Company shall so notify the Holder at least three (3) days prior to the SEC filing date for the Registration Statement and if at least two (2) days prior to the SEC filing date for the Registration Statement the Company still has not received the Required Information from the Holder, then the Company need not file the Registration Statement; provided, however, that nothing herein shall constitute a waiver of the requirements of this Section 8. (ii) The Holder agrees to cooperate with the Company as required reasonably requested by the Company in connection with any registration (including an amendment the preparation and filing hereunder of the Registration Statement, unless the Holder has notified the Company in writing of its election to a registration statement or prospectus)exclude all of its Conversion Shares, qualification or compliance referred to in this Article IIIWarrant Shares and the Payment Shares from registration. (biii) Upon receipt of In connection with any notice from the Company, or upon a Holder's otherwise becoming aware, sale of the happening of any event of Conversion Shares or the kind described in Section 3.1(j), such Payment Shares which is made by the Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement Registration Statement relating thereto (A) if such sale is made through the Holder's broker, the Holder shall instruct such broker to deliver the applicable prospectus to the offering purchaser (or the broker therefor) in connection with such sale and sale shall supply copies of such Registrable Securities until prospectus to such broker; (B) if such sale is made in a transaction directly with a Holder and not through the receipt facilities of any securities exchange or market, the Holder shall deliver, or cause to be delivered, the applicable prospectus to such purchaser; and (C) if such sale is made by such any means other than those described in the immediately preceding clauses (A) and (B), the Holder shall otherwise use its reasonable best efforts to comply with the prospectus delivery requirements of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, Securities Act applicable to such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)sale.

Holder Obligations. (a) 6.4.1 Each Holder that participates in a Registration shall furnish to the Companyagrees that, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening of any event requiring the preparation of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant a supplement or amendment to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be so that, as thereafter delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in Holders, such prospectus contains shall not contain an untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light misleading, each Holder will forthwith discontinue disposition of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice Registrable Securities pursuant to a Registration Statement and prospectus contemplated by Section 3.1(c) to and including the date on which such Holder receives 6.1 until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. 6.4.2 Each Holder shall suspend, upon request of the Company, any disposition of Registrable Securities pursuant to any Registration Statement and prospectus contemplated by Section 3.1(c)6.1 during no more than two periods of no more than 30 calendar days each during any 12-month period to the extent that the Board determines in good faith that the sale of Registrable Securities under any such Registration Statement would be reasonably likely to cause a violation of the Securities Act or Exchange Act. 6.4.3 As a condition to the inclusion of its Registrable Securities, each Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing, including completing a customary registration statement questionnaire in the form provided by the Company, or as shall be required in connection with any registration referred to in this Article 6. 6.4.4 Each Holder hereby covenants with the Company (a) not to make any sale of the Registrable Securities without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (b) if such Registrable Securities are to be sold by any method or in any transaction other than on a national securities exchange or in the over-the-counter market, in privately negotiated transactions, or in a combination of such methods, to notify the Company at least five (5) Business Days prior to the date on which the Holder first offers to sell any such Registrable Securities.

Holder Obligations. (a) Each Issuer may require each Holder that participates in a Registration shall of Registrable Securities as to which any registration is being effected pursuant to Section 2 or Section 3 to furnish to the Company, upon its written request, Issuer with such information and undertakings regarding such Holder and the distribution of such securities as it Issuer may from time to time reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIwriting. (b) Upon Each Holder of Registrable Securities agrees: (i) that upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, Issuer of the happening of any event of the kind described in Section 3.1(j4(g), such Holder shall will forthwith discontinue its such Holder’s disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until such Holder’s receipt of the receipt by such Holder copies of the supplemented or amended prospectus contemplated by Section 3.1(j). If 4(g) and, if so directed by the CompanyIssuer, such Holder shall will deliver to the Company Issuer all copies copies, other than permanent file copies copies, then in such Holder’s possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall and (ii) that it will immediately notify the CompanyIssuer, at any time during which when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically Issuer in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company Issuer or any such Holder shall give any such notice, the period referred to in Section 3.1(c4(b) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c4(g) to and including the date on which when each Holder of any Registrable Securities covered by such Holder receives registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(c4(g).

Holder Obligations. Each Holder agrees: (a) Each Holder that participates in a Registration it shall furnish to the Company, upon its written request, Hertz such information regarding such Holder and the plan and method of distribution of Registrable Securities intended by such Holder (i) as it may Hertz may, from time to time, reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as shall be required by law or by the Commission in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.therewith; (b) Upon receipt that information obtained by it or by its Inspectors pursuant to Section 6.01 shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of Hertz or its Affiliates unless and until such information is made generally available to the public; (c) to use its reasonable efforts, prior to making any notice disclosure allowed by Section 6.01(k)(iii)(A) or (B) hereof, to inform Hertz that such disclosure is necessary to avoid or correct a misstatement or omission in the Registration Statement or ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction or otherwise required by law; (d) in the Company, or upon a Holder's otherwise becoming aware, case of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition an Underwritten Offering of Registrable Securities pursuant to this Agreement, if requested by the registration statement relating managing underwriter, to enter into an underwriting agreement with the underwriters for such offering containing such representations and sale of warranties by each Holder and such Registrable Securities until the receipt by other terms and provisions as are customarily contained in such Holder underwriting agreements, including customary indemnity and contribution provisions and "lock-up" obligations substantially similar to Section 5.03 hereof; and (e) to notify Hertz as soon as practicable if it becomes aware of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening occurrence of any event event, development or fact as a result of which information previously furnished a Registration Statement or any Prospectus or supplement, as then in writing by such Holder to the Company specifically for inclusion in such prospectus effect, contains an untrue statement of a material fact with respect to such Holder or omits to state any material fact with respect to such Holder required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made. In the event , not misleading; provided, however, that the Company Holder shall not be required to notify Hertz, or any may limit such notification, as the case may be, solely to the extent necessary, as determined in good faith by such Holder shall give on the advice of counsel, in order not to be in violation of or default under any such noticeapplicable law, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented regulation, rule, stock exchange requirement, self-regulatory body, supervisory authority, legal process or amended prospectus contemplated by Section 3.1(c)fiduciary duty.

Holder Obligations. (a) Each At least five Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall (i) such Holder furnish to the Company, upon its written request, Company such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of itself and the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder Registrable Securities, and (ii) as required the Holder execute such documents in connection with any such registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.as the Company may reasonably request (b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the prospectus as then amended or supplemented as contemplated in Section 2.1(l) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 2.1(h) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j2.1(h)(ii), 2.1(h)(iii), 2.1(h)(iv), 2.1(h)(v) or 2.1(l), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until the such Holder’s receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(c2.1(n), or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus or Registration Statement.

Holder Obligations. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall such Holder furnish to the Company, upon its written request, such information as it may reasonably request in writing Company (i) a completed Selling Stockholder Questionnaire and (ii) such further information regarding itself, the proposed distribution Registrable Securities held by such Holder it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIRegistrable Securities. (b) Each Holder covenants and agrees by its acquisition of Registrable Securities that (i) it will not sell any Registrable Securities under a Registration Statement until it has received copies of the Prospectus with respect to such Registration Statement as then amended or supplemented as contemplated in Section 6.5(h) and notice that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 6.5(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to a Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j6.5(d)(ii), 6.5(d)(iii), 6.5(d)(iv), 6.5(d)(v) or 6.5(m), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to under the registration statement relating to the offering and sale of applicable Registration Statement until such Registrable Securities until the Holder’s receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(c6.5(j), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.

Holder Obligations. Each Holder agrees to, and in addition it shall be a condition precedent to the obligation of Akorn to take any action pursuant to this Section 9 with respect to the Registrable Securities of the Holders, that each Holder shall: (i) Promptly furnish to Akorn such information regarding the Holder, the number of the Registrable Securities owned by it, the number of Registrable Securities to be registered and the intended method of disposition of such securities as shall be required to effect the registration of the Registrable Securities of the Holders, and cooperate fully with Akorn in preparing the Resale Registration Statement and any related Prospectus; (ii) If Akorn has delivered a Prospectus to the Holder and after having done so the Prospectus is amended or supplemented to comply with the requirements of the Securities Act, at the written request of Akorn, the Holder shall immediately cease making offers or Registrable Securities and, upon receipt of the amended or supplemented Prospectus from Akorn, the Holder shall use only such amended or supplemented Prospectus in making offers of the Registrable Securities; (iii) During such time as the Holder may be engaged in a distribution of Registrable Securities, the Holder shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things, (i) not engage in any stabilization activity in connection with the securities of Akorn in contravention of such regulation or (ii) distribute Registrable Securities under the Resale Registration Statement other than in the manner described in the Resale Registration Statement; (iv) If Akorn has delivered to the Holder written notice in accordance with Section 9(b), then the Holder shall immediately cease making offers or Transfers of Registrable Securities until Akorn shall have given the Holder written notice that the Holder may once again commence making offers or Transfers of Registrable Securities under the current (or amended or supplemented) Prospectus; and (v) Dispose of the Registrable Securities only (a) Each Holder that participates pursuant to an effective registration statement under, and in a Registration compliance with the requirements of, the Securities Act or (b) pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state securities laws, including providing the Company an opinion of counsel selected by the Holder, the form and substance of which opinion shall furnish be reasonably satisfactory to the Company, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant to the effect that such transfer does not require registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c).

Holder Obligations. (a) Each At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that participates in a Registration shall (i) such Holder furnish to the Company, upon its written request, Company such information as regarding itself, the Registrable Securities held by it may reasonably request in writing (i) regarding and the proposed distribution by such Holder intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Holder Registrable Securities, and (ii) as required the Holder execute such documents in connection with any such registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.as the Company may reasonably request (b) Each Holder covenants and agrees by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has received copies of the Prospectus as then amended or supplemented as contemplated in Section 3.1(h) and notice from the Company that such Registration Statement and any post-effective amendments thereto have become effective as contemplated by Section 3.1(d) and (ii) it and its officers, directors or Affiliates, if any, will comply with the prospectus delivery requirements of the Securities Act as applicable to them in connection with sales of Registrable Securities pursuant to the Registration Statement. (c) Upon receipt of any a notice from the Company, or upon a Holder's otherwise becoming aware, Company of the happening occurrence of any event of the kind described in Section 3.1(j3.1(d)(ii), 3.1(d)(iii), 3.1(d) (iv), 3.1(d)(v) or 3.1(m), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities under the Registration Statement until such Holder’s receipt of the receipt by such Holder copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities or until it is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished advised in writing by such Holder to the Company specifically for inclusion that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus contains an untrue statement of a material fact Prospectus or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)Registration Statement.

Holder Obligations. Each Holder agrees to, and in addition it shall be a condition precedent to the obligation of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of the Holders, that each Holder shall: (a) Each Holder that participates in a Registration shall Promptly furnish to the Company, upon its written request, Company such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder Holder, the number of the Registrable Securities held owned by it, the number of Registrable Securities to be registered and the intended method of disposition of such Holder securities as shall be required to effect the registration of the Registrable Securities of the Holders, and (ii) as required cooperate fully with the Company in connection with preparing the Resale Registration Statement and any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article IIIrelated Prospectus. (b) Upon If the Company has delivered a Prospectus to the Holder and after having done so the Prospectus is amended or supplemented to comply with the requirements of the Securities Act, at the written request of the Company, the Holder shall immediately cease making offers or Registrable Securities and, upon receipt of any notice the amended or supplemented Prospectus from the Company, the Holder shall use only such amended or upon a Holder's otherwise becoming aware, supplemented Prospectus in making offers of the happening Registrable Securities. (c) During such time as the Holder may be engaged in a distribution of Registrable Securities, the Holder shall comply with Regulation M promulgated under the Exchange Act and pursuant thereto it shall, among other things, (i) not engage in any event stabilization activity in connection with the securities of the kind Company in contravention of such regulation or (ii) distribute Registrable Securities under the Resale Registration Statement other than in the manner described in the Resale Registration Statement. (d) If the Company has delivered to the Holder written notice in accordance with Section 3.1(j)2.3, such then the Holder shall discontinue its disposition immediately cease making offers or Transfers of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Company shall have given the Holder written notice that the Holder may once again commence making offers or Transfers of Registrable Securities under the supplemented current (or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(csupplemented) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c)Prospectus.

Holder Obligations. (a) Each Holder It shall be a condition precedent ------------------ to the obligations of the Buyer to take any action pursuant to this Agreement that participates in a Registration the Holders shall furnish to the Company, upon its written request, Buyer such information regarding themselves, their relationship with the Buyer and its Affiliates, their beneficial ownership of Buyer Common Stock, the Registrable Stock held by them, and the intended method of disposition, if any, of such securities as it may the Buyer shall reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as shall be required in connection with any registration (including an amendment the action to a registration statement or prospectus), qualification or compliance referred to in this Article IIIbe taken by the Buyer. (b) Upon The Buyer may, upon written notice to a Holder, suspend the Holder's use of the Prospectus if the Buyer determines in good faith that sales under the Registration Statement or Prospectus would require the disclosure of non-public information material to the Buyer at a time when the Buyer determines that such disclosure would have a material adverse effect on the Buyer; provided that the -------- Buyer may not effect any suspension under this Section 2.03 (b) more than two times in any twelve-month period, and all suspensions under this Section 2.03(b) in any twelve-month period shall not exceed 30 days in the aggregate. Each Holder further agrees by acquisition of such Registrable Stock that, upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, Buyer of the happening of any event of the kind described in this Section 3.1(j2.03(b), such Holder shall will forthwith discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed Stock covered by the Company, such Holder shall deliver to the Company all copies registration (other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to transactions exempt from the registration of such Registrable Securities is required to be delivered requirements under the Securities Act, ) until such Holder's receipt of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.1(c2.02(e), or until it is advised in writing by the Buyer that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus. (c) Each Holder understands that information provided to it pursuant to any notice under Section 2.03(b) or otherwise pursuant to this Agreement or any of the registrations to be effected hereby may contain confidential information, as designated in writing by the Buyer, and agrees that unless such information otherwise becomes generally known to the public to maintain such information in confidence and not use such information for its own benefit other than as expressly contemplated by this Agreement. (d) Each Holder agrees to comply with the prospectus delivery requirements under the Securities Act in connection with the sale of any Registrable Stock pursuant to the Registration Statement. (e) Each Holder hereby appoint Xxxxx Xxxxx and Xxxxxx Xxxxx as the Stockholders Representatives.

Holder Obligations. Each Holder agrees: (a) Each Holder that participates in a Registration it shall furnish to the Company, upon its written request, Hertz such information regarding such Holder and the plan and method of distribution of Registrable Securities intended by such Holder (i) as it may Hertz may, from time to time, reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as shall be required by law or by the Commission in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.therewith; (b) Upon receipt that information obtained by it or by its Inspectors pursuant to Section 6.01 shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of Hertz or its Affiliates unless and until such information is made generally available to the public; (c) to use its reasonable efforts, prior to making any notice disclosure allowed by Section 6.01(k)(iii)(A) or (B) hereof, to inform Hertz that such disclosure is necessary to avoid or correct a misstatement or omission in the Registration Statement or ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction or otherwise required by law; (d) in the Company, or upon a Holder's otherwise becoming aware, case of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition an Underwritten Offering of Registrable Securities pursuant to this Agreement, if requested by the registration statement relating managing underwriter, to enter into an underwriting agreement with the underwriters for such offering containing such representations and sale of warranties by each Holder and such Registrable Securities until the receipt by other terms and provisions as are customarily contained in such Holder underwriting agreements, including customary indemnity and contribution provisions and “lock-up” obligations substantially similar to Section 5.03 hereof; and (e) to notify Hertz as soon as practicable if it becomes aware of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening occurrence of any event event, development or fact as a result of which information previously furnished a Registration Statement or any Prospectus or supplement, as then in writing by such Holder to the Company specifically for inclusion in such prospectus effect, contains an untrue statement of a material fact with respect to such Holder or omits to state any material fact with respect to such Holder required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made. In the event , not misleading; provided, however, that the Company Holder shall not be required to notify Hertz, or any may limit such notification, as the case may be, solely to the extent necessary, as determined in good faith by such Holder shall give on the advice of counsel, in order not to be in violation of or default under any such noticeapplicable law, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented regulation, rule, stock exchange requirement, self-regulatory body, supervisory authority, legal process or amended prospectus contemplated by Section 3.1(c)fiduciary duty.

Holder Obligations. Each Holder agrees: (a) Each Holder that participates in a Registration it shall furnish to the Company, upon its written request, HERC such information regarding such Holder and the plan and method of distribution of Registrable Securities intended by such Holder (i) as it may HERC may, from time to time, reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as shall be required by law or by the Commission in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III.therewith; (b) Upon receipt that information obtained by it or by its Inspectors pursuant to Section 6.01 shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of HERC or its Affiliates unless and until such information is made generally available to the public; (c) to use its reasonable efforts, prior to making any notice disclosure allowed by Section 6.01(k)(iii)(A) or (B) hereof, to inform HERC that such disclosure is necessary to avoid or correct a misstatement or omission in the Registration Statement or ordered pursuant to a subpoena or other order from a court or governmental authority of competent jurisdiction or otherwise required by law; (d) in the Company, or upon a Holder's otherwise becoming aware, case of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition an Underwritten Offering of Registrable Securities pursuant to this Agreement, if requested by the registration statement relating managing underwriter, to enter into an underwriting agreement with the underwriters for such offering containing such representations and sale of warranties by each Holder and such Registrable Securities until the receipt by other terms and provisions as are customarily contained in such Holder underwriting agreements, including customary indemnity and contribution provisions and “lock-up” obligations substantially similar to Section 5.03 hereof; and (e) to notify HERC as soon as practicable if it becomes aware of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening occurrence of any event event, development or fact as a result of which information previously furnished a Registration Statement or any Prospectus or supplement, as then in writing by such Holder to the Company specifically for inclusion in such prospectus effect, contains an untrue statement of a material fact with respect to such Holder or omits to state any material fact with respect to such Holder required to be stated therein or necessary to make the statements therein not misleading therein, in the light of the circumstances under which they were made. In the event , not misleading; provided, however, that the Company Holder shall not be required to notify HERC, or any may limit such notification, as the case may be, solely to the extent necessary, as determined in good faith by such Holder shall give on the advice of counsel, in order not to be in violation of or default under any such noticeapplicable law, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented regulation, rule, stock exchange requirement, self-regulatory body, supervisory authority, legal process or amended prospectus contemplated by Section 3.1(c)fiduciary duty.