Common use of Information and Reporting Clause in Contracts

Information and Reporting. (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares. (ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to qualify

Information and Reporting. (i) The 14.1 A Founding Shareholder may examine the books, records and accounts to be kept by the Company and each Company Group Member. A Founding Shareholder shall be entitled to receive any information held by the Company and each Company Group Member which such Founding Shareholder reasonably requires to keep it properly informed about the business and affairs of the Group and generally to protect its interests as a Founding Shareholder in such form as it determines. 14.2 Without prejudice to the generality of Clause 14.1, the Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares. (ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such informationprocure that each Company Group Member shall, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares supply each Founding Shareholder and/or its Directors with: (a) a written statement by unaudited financial statements of the Company that it has complied with Group at the reporting requirements of Section 13 or 15(d) quarterly Board meetings of the Exchange Act, Company. If the Board meeting is not held within 30 days of the end of a calendar quarter then the Company or a Company Group Member shall in any event provide the unaudited quarterly financial statements to each Party on the 30th day after the end of the calendar quarter; (b) annual audited financial statements under IFRS or PRC GAAP (where relevant), including cash flow statements as soon as they are available and no later than 120 days after the end of the relevant fiscal year; (c) a copy of monthly management accounts of each division of the most recent annual Company Group and MIS Reports; (d) written details (including the Board’s reasonable estimate of potential liability thereunder) of any litigation or quarterly report arbitration commenced or threatened against any Company Group Member which, if successful, would be likely to have a material adverse effect on the Company Group as soon as practicable after such litigation is threatened or commenced; and (e) such additional information as may be reasonably requested by each Founding Shareholder. 14.3 If the Company fails to provide any information required by Clause 14.2 within the specified period, each Founding Shareholder shall be entitled to request the auditor of the Company, or in the absence of their agreement within seven (7) days, to appoint another firm of accountants, to prepare such information at the Company’s expense and the Company agrees to provide (cor to procure the provision of) such other reports and documents filed all information required by the Company with auditors or accountants, as the Commission as case may be, for such Holder may reasonably purpose. 14.4 Each Founding Shareholder shall be entitled to request in availing itself of an exemption for information, records, statements and reports relating to the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act, should such Holder ever wish to dispose of any of the securities financial affairs of the Company acquired by it without registration under Group from the Act in reliance upon Rule 144 CFO and CEO subject to reasonable notice of not less than five (or any other similar exemptive provision)5) Business Days, and the CFO and CEO, as the case may be, shall promptly provide such information requested (if readily available) and in any event within five (5) Business Days of the request. Where the requested information is not readily available, the CFO and CEO, as the case may be, shall use his or her best endeavours to qualifyprovide such information as soon as practicable. 14.5 Each Founding Shareholder shall be entitled to make, to the Board, reasonable requests of site visits of the Company’s and the Company Group Member’s usual place of business between the hours 9am to 5pm on a Business Day and the Board shall not unreasonably decline such requests.

Information and Reporting. (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i9(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons persons who will assist such transferee in evaluating the purchase of any Registrable Shares. (ii) When it is first legally required to do so, the The Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Act, the The Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii9(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act144, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to qualifyqualify the Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 (or any similar exemptive provision hereafter in effect) and the use of Form S-3. The Company also covenants to use its commercially reasonable efforts, to the extent that it is reasonably within its power to do so, to qualify for the use of Form S-3.

Information and Reporting. (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares. (ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to qualifyin

Information and Reporting. (i) The Company shallPrior to each Board meeting and at other times as the Fund or Adviser may reasonably request, at all times during which it Sub-adviser will provide Adviser and the Board with reports regarding Sub-adviser’s management of the Allocated Portion, including written certifications that the Fund is neither subject in compliance with the Governing Documents with respect to the reporting Allocated Portion, the 1940 Act and applicable rules and regulations thereunder, and such other information about the Allocated Portion in such form as may be mutually agreed upon by the Fund, Sub-adviser and Adviser. The Sub-adviser also will certify quarterly to the Fund and Adviser that it and its “Advisory Persons” (as defined in Rule 17j-1 under the 0000 Xxx) have complied materially with the requirements of Section 13 or 15(d) Rule 17j-1 during the previous quarter or, if not, explain what Sub-adviser has done to seek to ensure such compliance in the future. Annually, Sub-adviser will furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1 under the 1940 Act, concerning the Sub-adviser’s code of ethics and compliance program, respectively, to the Fund and Adviser. Sub-adviser also will provide the Fund and Adviser with any information reasonably requested regarding its management of the Securities Exchange Act of 1934Allocated Portion required for any Fund financial statement, as amended (shareholder report, amendment to the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3Registration Statement or prospectus supplement. Sub-2(b) under adviser understands that the Exchange Act, upon Fund will rely on such information in the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares preparation of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares. (ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (b) a copy of the most recent annual or quarterly report of the Companydocuments, and (c) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees hereby covenants that the purposes of the requirements contained in this Section 8(a)(ii) are to enable any such Holder to comply with information approved by Sub-adviser expressly for use in such documents shall be true and complete in all material respects. Sub-adviser will promptly inform the current public Fund and Adviser upon becoming aware that any material information requirement contained in paragraph (c) of Rule 144 under the Act, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 documents is (or any other similar exemptive provision), and to qualifywill become) materially inaccurate or materially incomplete.

Information and Reporting. (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Securities Act ("Rule RULE 144A InformationINFORMATION"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i9(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares. (ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Securities Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii9(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Securities Act, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Securities Act in reliance upon Rule 144 (or any other similar exemptive provision), and to qualifyqualify the Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 under the Securities Act (or any similar exemptive provision hereafter in effect) and the use of Form S-3. The Company also covenants to use its best efforts, to the extent that it is reasonably within its power to do so, to qualify for the use of Form S-3.

Information and Reporting. (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) of the Act or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i7(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares. (ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement Registration Statement filed by the Company under the Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (aA) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (bB) a copy of the most recent annual or quarterly report of the Company, and (cC) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii7(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to qualifyare

Information and Reporting. From the date of this Agreement and for so long as any amount is outstanding under this Agreement: (ia) The Company shallthe Borrower shall provide the Lender, at out of its own initiative and promptly upon becoming aware of it, with information on all times during which it is neither subject material events related to the reporting requirements of Section 13 Borrower, its assets or 15(d) of its business, that are likely to affect its capacity to honor its obligations towards the Securities Exchange Act of 1934Lender, as amended (or that are likely to have another Material Adverse Effect for the "Exchange Act")Lender, nor exempt from reporting pursuant to Rule 12g3-2(b) under and in particular the Exchange Act, upon the written request details of any Stockholderlitigation, provide in writing to such Stockholder and to any prospective transferee of arbitration or administrative proceedings or investigations which are current, threatened or pending against the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder Borrower or any member of the National Association Borrower’s group; (b) the Borrower shall provide the Lender with a copy of Securities Dealersits statutory and customary filings and reports, Inc. PORTAL system including in applying particular its financial statements, intermediary balance sheets, quarterly reports etc., and at the same time as they are dispatched, copies of all documents dispatched by the Borrower to designate its shareholders generally or its creditors generally (or any class of them); (c) the Borrower shall promptly provide the Lender with all information and thereafter maintain documents reasonably requested by the eligibility Lender regarding the financial condition, business and operations of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(iBorrower or any member of the Borrower’s group; (d) the Borrower shall at all times allow the Borrower to have any information provided by or on behalf of it to the Lender verified, as the case may be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement on location, by an independent auditor sworn to take all reasonable precautions professional secrecy and shall provide such auditor with full access to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Sharesits premises, books, records and data. (e) The Borrower shall provide within 15 January 2022 the Lender with a copy (certified by a director) of (i) the agreement executed between the Borrower and the Guarantor in respect of the Loan amount lent by the Borrower to VDA Group and (ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 resolution of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 board of directors of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the ActGuarantor held on December 30, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to qualify2021.

Information and Reporting. (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares. (ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to qualifyqualify the Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 under the Act (or any similar exemptive provision hereafter in effect) and the use of Form S-3. The Company also covenants to use its best efforts, to the extent that it is reasonably within its power to do so, to qualify for the use of Form S-3.

Information and Reporting. (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any Stockholder, provide in writing to such Stockholder and to any prospective transferee of the Registrable Shares of such Stockholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A Information"). Upon the written request of any Stockholder, the Company shall cooperate with and assist such Stockholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i9(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons persons who will assist such transferee in evaluating the purchase of any Registrable Shares. (ii) When it is first legally required to do so, the The Company shall register use its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall commercially reasonable efforts to timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Act, the The Company shall (whether or not it shall then be required use its commercially reasonable efforts to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (a) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii9(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act144, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to qualifyqualify the Company for the use of registration statements on Form S-3. In addition, the Company shall take

Information and Reporting. (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any StockholderSecurityholder, provide in writing to such Stockholder Securityholder and to any prospective transferee of the Registrable Shares of such Stockholder Securityholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A 144 Information"). Upon the written request of any StockholderSecurityholder, the Company shall cooperate with and assist such Stockholder Securityholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i9(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares. (ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Act, the The Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (aA) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (bB) a copy of the most recent annual or quarterly report of the Company, and (cC) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii9(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act144, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to qualifyqualify the Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 (or any similar exemptive provision hereafter in effect) and the use of Form S-3.

Information and Reporting. (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any StockholderSecurityholder, provide in writing to such Stockholder Securityholder and to any prospective transferee of the Registrable Shares of such Stockholder Securityholder the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Act ("Rule 144A 144 Information"). Upon the written request of any StockholderSecurityholder, the Company shall cooperate with and assist such Stockholder Securityholder or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares for trading through PORTAL. The Company's obligations under this Section 8(a)(i) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable Shares.trading (ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Act, the The Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Company shall promptly upon request furnish any Holder of Registrable Shares (aA) a written statement by the Company that it has complied with the reporting requirements of Section 13 or 15(d) of the Exchange Act, (bB) a copy of the most recent annual or quarterly report of the Company, and (cC) such other reports and documents filed by the Company with the Commission as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares without registration under the Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 8(a)(ii9(a)(ii) are to enable any such Holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Act144, should such Holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Act in reliance upon Rule 144 (or any other similar exemptive provision), and to qualifyqualify the Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 (or any similar exemptive provision hereafter in effect) and the use of Form S-3.

Information and Reporting. (i) The Company shall, at all times during which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, upon the written request of any StockholderPurchaser, provide in writing to such Stockholder Purchaser and to any prospective transferee of the Registrable Shares Stock of such Stockholder Purchaser the information concerning the Company described in Rule 144A(d)(4) or any successor rule under the Securities Act ("Rule 144A Information"). Upon the written request of any StockholderPurchaser, the Company shall cooperate with and assist such Stockholder Purchaser or any member of the National Association of Securities Dealers, Inc. PORTAL system in applying to designate and thereafter maintain the eligibility of the Registrable Shares Stock for trading through PORTAL. The Company's obligations under this Section 8(a)(iParagraph 8(a) shall at all times be contingent upon receipt from the prospective transferee of Registrable Shares Stock of a written agreement to take all reasonable precautions to safeguard the Rule 144A Information from disclosure to anyone other than Persons who will assist such transferee in evaluating the purchase of any Registrable SharesStock. (ii) When it is first legally required to do so, the Company shall register its Common Stock under Section 12 of the Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission may require or prescribe under Section 13 of the Exchange Act. From and after the effective date of the first registration statement filed by the Company under the Securities Act, the Company shall (whether or not it shall then be required to do so) timely file such information, documents and reports which a corporation, partnership or other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act is required to file. The Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall promptly upon request furnish any Holder holder of Registrable Shares Stock (a) a written statement by the Company that it has complied with the such reporting requirements of Section 13 or 15(d) of the Exchange Actrequirements, (b) a copy of the most recent annual or quarterly report of the Company, and (c) such other reports and documents filed by the Company with the Commission as such Holder holder may reasonably request in availing itself of an exemption for the sale of Registrable Shares Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section Paragraph 8(a)(ii) are to enable any such Holder holder to comply with the current public information requirement contained in paragraph (c) of Rule 144 under the Securities Act, should such Holder holder ever wish to dispose of any of the securities of the Company acquired by it without registration under the Securities Act in -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT - PAGE 10 (INFINITY/ORIX) reliance upon Rule 144 (or any other similar exemptive provision), and to qualifyqualify the Company for the use of registration statements on Form S-3. In addition, the Company shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 under the Securities Act (or any similar exemptive provision hereafter in effect) and the use of Form S-3. The Company also covenants to use its best efforts, to the extent that it is reasonably within its power to do so, to qualify for the use of Form S-3.