Common use of Purchaser Obligations Clause in Contracts

Purchaser Obligations. In connection with a Registration of the Registrable Shares, the Purchaser shall have the following obligations: (a) It shall be a condition precedent to the obligations of the Company to include in a Registration any Registrable Securities pursuant to this Section VI that the Purchaser shall furnish to the Company such information regarding himself, the Registrable Shares and the intended method or manner of disposition of the Registrable Shares as shall be reasonably required to effect a Registration of such Registrable Shares and shall execute such documents in connection with such Registration as the Company may request. At least 10 business days prior to the first anticipated filing date of a Registration Statement (which is intended to include Registrable Securities), the Company shall notify the Purchaser of the information the Company requires; (b) The Purchaser agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement (which is intended to include Registrable Securities); (c) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6.2(h), the Purchaser will immediately discontinue disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.2(h) and, if so directed by the Company, the Purchaser shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice; (d) The Purchaser may not participate in any underwritten Registration hereunder unless the Purchaser (i) agrees to sell his Registrable Shares on the basis provided in any underwriting arrangements 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 underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable Securities; and (e) The Purchaser agrees to comply with all applicable laws and regulations in connection with any sale, transfer or other disposition of Registrable Shares.

Purchaser Obligations. In connection with a Registration of the Registrable Shares1. At Closing, the Purchaser shall have the following obligationsshall: (a) It shall be a condition precedent deliver (or ensure that there is delivered to the obligations Seller) a copy of a resolution (certified by a duly appointed officer as true and correct) of the Company to include in a Registration any Registrable Securities pursuant to this Section VI that board or, as applicable, supervisory board of directors of the Purchaser shall furnish to (or, if required by the Company such information regarding himselflaw of its jurisdiction or its articles of association, by-laws or equivalent constitutional documents, of its shareholders) authorising the Registrable Shares execution of and the intended method or manner performance by the relevant company of disposition its obligations under this Agreement and each of the Registrable Shares as shall Transaction Documents to be reasonably required to effect a Registration of such Registrable Shares and shall execute such documents in connection with such Registration as the Company may request. At least 10 business days prior to the first anticipated filing date of a Registration Statement (which is intended to include Registrable Securities), the Company shall notify the Purchaser of the information the Company requiresexecuted by it; (b) The deliver (or ensure that there is delivered to the Seller) a copy of a resolution (certified by a duly appointed officer as true and correct) of the board or, as applicable, supervisory board of directors of the Purchaser agrees to cooperate with the Company as reasonably requested Guarantor (or, if required by the Company in connection with law of its jurisdiction or its articles of association, by-laws or equivalent constitutional documents, of shareholders) authorising the preparation execution of and filing the performance by the relevant company of a Registration Statement (which is intended its obligations under this Agreement and each of the Transaction Documents to include Registrable Securities)be executed by it; (c) The deliver (or ensure that there is delivered to the Seller) a legal opinion issued by legal counsel to the Purchaser agrees that, upon receipt Guarantor as to the laws of any notice from Delaware as to the Company capacity and authority of the happening of any event of Purchaser Guarantor to issue the kind described Loan Note, in Section 6.2(h), the Purchaser will immediately discontinue disposition of Registrable Shares pursuant a form reasonably satisfactory to the Registration Statement covering such Registrable Shares until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.2(h) and, if so directed by the Company, the Purchaser shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such noticeSeller; (d) The Purchaser may not participate in any underwritten Registration hereunder unless deliver, and shall procure the delivery by the Purchaser (i) agrees to sell his Registrable Shares on Guarantor of, the basis provided amendment agreement in any underwriting arrangements entered into the Agreed Form in respect of the Metrogas Loan Agreement and the Crystal Productions Dispute Letter, in each case duly executed by the Company; Purchaser and the Purchaser Guarantor; (iie) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable to the sale of Seller the Registrable SecuritiesPrice in accordance with clauses 2.1, 2.2, 15.1 and 15.3; and (ef) The procure that the Loan Note is issued by the Purchaser agrees Guarantor and delivered to comply the Seller in accordance with all applicable laws clauses 2.1 and regulations in connection with 2.2. 2. On Closing, or as soon as practicable thereafter, the Purchaser shall procure that the Target Companies satisfy their obligations to pay any sale, transfer or other disposition of Registrable Sharesamounts due to the Option Holders under the Option Termination Agreements (to the extent that such obligations have not been satisfied prior to Closing).

Purchaser Obligations. In connection with a Registration of the Registrable Shares, the Purchaser shall have the following obligations: (a) It shall be a condition precedent to the obligations of the Company to include in a Registration any Registrable Securities pursuant to this Section VI that the Purchaser shall furnish to the Company such information regarding himself, the Registrable Shares and the intended method or manner of disposition of the Registrable Shares as shall be reasonably required to effect a Registration of such Registrable Shares and shall execute such documents in connection with such Registration as the Company may request. At least 10 business days prior to the first anticipated filing date of a Registration Statement (which is intended to include Registrable Securities), the Company shall notify the Purchaser of the information the Company requires; (b) The Purchaser agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement (which is intended to include Registrable Securities); (c) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event requiring the preparation of a supplement or amendment to a prospectus relating to Registrable Shares so that, as thereafter delivered to the kind described in Section 6.2(h)Purchaser, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Purchaser will immediately forthwith discontinue disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares a registration statement and prospectus contemplated by Section 8.1. until the Purchaser’s its receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.2(h) from the Company and, if so directed by the Company, the Purchaser shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies, other than permanent file copies then in the Purchaser’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice;. (b) The Purchaser shall suspend, upon request of the Company, any disposition of Registrable Shares pursuant to any registration statement and prospectus contemplated by Section 8.1. during the occurrence or existence of any pending corporate development with respect to the Company that the Board of Directors of the Company believes in good faith may be material and that, in the determination of the Board of Directors of the Company, makes it not in the best interest of the Company to allow continued availability of a registration statement or prospectus. (c) As a condition to the inclusion of its Registrable Shares, the Purchaser shall furnish to the Company such information regarding the Purchaser and the distribution proposed by the Purchaser 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 Section 8. (d) The Purchaser may not participate in any underwritten Registration hereunder unless hereby covenants with the Purchaser Company (i) agrees not to sell his Registrable Shares on the basis provided in make any underwriting arrangements 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 underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable Securities; andShares without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied, and (ii) if such Registrable Shares 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 three (3) business days prior to the date on which the Purchaser first offers to sell any such Registrable Shares. (e) The Purchaser agrees not to comply take any action with all respect to any distribution deemed to be made pursuant to a registration statement which would constitute a violation of Regulation M under the Exchange Act or any other applicable laws rule, regulation or law. (f) At the end of the Registration Period the Purchaser 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 regulations in connection with any sale, transfer or other disposition the Purchaser shall notify the Company of Registrable Sharesthe number of shares registered which remain unsold immediately upon receipt of such notice from the Company.

Purchaser Obligations. In connection with a Registration (i) The Purchaser undertakes, to the extent permitted by law, to use its reasonable best efforts to ensure satisfaction of the Registrable SharesRegulatory Conditions (as applicable) as soon as reasonably practicable and, in any event, prior to the Long Stop Date. (ii) The Purchaser shall have the following obligationsundertakes to use its reasonable best efforts to: (aA) It shall be a condition precedent submit the draft EU Merger Regulation filing within fifteen (15) Business Days following the Original SPA Date and, as appropriate, formal filings to those Regulatory Authorities without pre-notification procedures promptly following the obligations Original SPA Date; (B) avoid any declaration of incompleteness by any of the Company Regulatory Authorities or any other suspension for the time periods of clearance; (C) take steps to include ensure satisfaction of the Regulatory Conditions (as applicable), including proposing, negotiating, offering to commit and agreeing, in a Registration any Registrable Securities pursuant each case where necessary to this Section VI ensure that the Purchaser shall furnish to the Company such information regarding himselfRegulatory Conditions (as applicable) are satisfied as soon as possible, the Registrable Shares and the intended method or manner of disposition of the Registrable Shares as shall be reasonably required to effect a Registration of such Registrable Shares and shall execute such documents in connection with such Registration as the Company may request. At least 10 business days any case, prior to the first anticipated filing date of a Registration Statement (which is intended Long Stop Date, with the relevant Regulatory Authority or Regulatory Authorities to include Registrable Securities)effect, by agreement, order or otherwise, the Company shall notify the Purchaser sale, divestiture, licence, disposition, or any other restriction or limitation of any assets or businesses of the information the Company requiresDivestCo Group; (bD) The Purchaser agrees procure that the Seller and the Seller Parent are given a reasonable opportunity to cooperate with review and comment on drafts of any filings or other material documentation prior to their submission to any Regulatory Authority (it being acknowledged that certain such drafts and/or documents may be shared in redacted form or on a confidential outside counsel-to-counsel basis only) and to take account of any reasonable comments where such comments are not detrimental to the Company commercial interests of the Purchaser; (E) respond as soon as reasonably practicable to all inquiries received from any Regulatory Authority to which a filing has been made for additional information or documentation and to supplement such filings as requested by the Company relevant Regulatory Authority. The Purchaser undertakes to use its reasonable best efforts to keep the Seller and the Seller Parent informed of material contact with such Regulatory Authorities and to the extent permitted by law and reasonably practicable, provide the Seller and the Seller Parent with copies of all material relevant documentation in connection with relation thereto (to the preparation extent such information relates to the Company) and filing allow the Seller and the Seller Parent the opportunity to participate in any calls or meetings of a Registration Statement (which is intended to include Registrable Securities)non-administrative nature with any Regulatory Authority; (cF) The Purchaser agrees thatallow persons nominated by the Seller and the Seller Parent to attend, upon receipt of where permitted by the relevant Regulatory Authority, all in-person (or, if applicable, video or telephone conference) meetings with any notice from the Company of the happening of any event of the kind described in Section 6.2(h), the Purchaser will immediately discontinue disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.2(h) Regulatory Authority and, if so directed by the Companywhere appropriate, the Purchaser shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the prospectus covering make oral submissions at such Registrable Shares current at the time of receipt of such notice; (d) The Purchaser may not participate in any underwritten Registration hereunder unless the Purchaser (i) agrees to sell his Registrable Shares on the basis provided in any underwriting arrangements 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 underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable Securitiesmeetings; and (eG) The notify the Seller and the Seller Parent promptly and in any event within one (1) Business Day after receipt of each clearance or approval required to satisfy the Regulatory Conditions. (iii) For the avoidance of doubt and notwithstanding any other provision of this Agreement (including Clause 5.2(a)(ii)(C)), nothing shall require the Purchaser agrees or any of its Affiliates (including KKR & Co. Inc. and Kohlberg Kravis Xxxxxxx & Co. L.P. (each, “KKR”) and their respective Affiliates and any investment funds or investment vehicles affiliated with, or managed or advised by, KKR or any portfolio company or portfolio investment (as such terms are commonly understood in the private equity industry) of KKR or of any such investment fund or investment vehicle) to comply take, or agree to take, any action with all applicable laws and regulations in connection with any sale, transfer respect to itself or other disposition of Registrable Sharesits Affiliates.

Purchaser Obligations. In connection with a Registration (i) The Purchaser shall use its reasonable endeavours to ensure satisfaction of each of the Registrable Shares, the Conditions as soon as possible. (ii) The Purchaser shall have the following obligationsundertakes to: (ai) It shall be submit the filing (or where applicable a condition precedent draft thereof) to each relevant Regulatory Authority and the relevant Spanish authority promptly following the date of this agreement and in any event within five Business Days of the date of this agreement and (ii) notify the Italian Prime Minister’s Office of the transactions contemplated under this agreement on the terms and conditions of this agreement by serving the relevant notice in the agreed form (“Golden Power Notification”) promptly following the date of this agreement and in any event within five Business Days of the date of this agreement, subject only to the Seller complying with its obligations under clause 4.2(b) below; (B) use its reasonable endeavours to avoid any declaration of incompleteness by any Regulatory Authority or any other suspension for the time periods of clearance; (C) take all steps necessary to secure the satisfaction of the Company to include in Austrian AT Condition by the end of any Regulatory Authority’s initial period of review (without the need for a Registration any Registrable Securities pursuant to this Section VI that the Purchaser shall furnish to the Company such information regarding himself, the Registrable Shares and the intended method or manner second phase of disposition investigation). In respect of the Registrable Shares as Austrian AT Condition only, such steps shall be reasonably required include, but are not limited to, proposing, negotiating, offering to effect a Registration of such Registrable Shares commit and shall execute such documents agreeing, in connection with such Registration as each case where necessary to ensure that each the Company may request. At least 10 business days Austrian AT Condition is satisfied prior to the first anticipated filing date of a Registration Statement Long Stop Date with the Regulatory Authority to effect (which and if such offer is intended accepted, commit to include Registrable Securitieseffect), by agreement, order or otherwise the Company shall notify sale, divestiture, license, or disposition of any necessary assets or businesses by the Purchaser or by any member of the information the Company requiresADVANZ Group; (bD) The Purchaser agrees take all steps reasonably necessary to cooperate with secure the Company satisfaction of the Conditions (other than the Austrian AT Condition) by the end of any Regulatory Authority’s initial period of review (without the need for a second phase of investigation); (E) procure that the Seller is given a reasonable opportunity to review and comment on drafts of any filings or other material documentation prior to their submission to any Regulatory Authority (it being acknowledged that certain such drafts and/or documents may be shared on a confidential outside counsel to counsel basis only) and to consider and take account of any reasonable comments; ​ (F) respond as soon as reasonably practicable to all inquiries received from any Regulatory Authority for additional information or documentation and to supplement such filings as reasonably requested by the Company in connection Regulatory Authority. The Purchaser undertakes to keep the Seller informed of contact with the preparation Regulatory Authorities and filing of a Registration Statement (which is intended to include Registrable Securities); (c) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6.2(h), the Purchaser will immediately discontinue disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until extent permitted by law, provide the Purchaser’s receipt of the Seller with copies of the supplemented or amended prospectus contemplated by Section 6.2(h) and, if so directed by the Company, the Purchaser shall deliver all relevant documentation in relation thereto (to the Company or destroy (and deliver extent such information relates to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice; (d) The Purchaser may not participate in any underwritten Registration hereunder unless the Purchaser (i) agrees to sell his Registrable Shares on the basis provided in any underwriting arrangements 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 underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable SecuritiesGroup Companies); and (eG) promptly notify the Seller after receipt of each such clearance or approval required to satisfy each of the Conditions. (iii) The Purchaser agrees shall be responsible for all filing fees and other costs incurred in relation to comply with all applicable laws and regulations any filing required to be made in connection with any sale, transfer or other disposition each of Registrable Sharesthe Conditions.

Purchaser Obligations. In connection with a Registration the registration of the Registrable Shares, the Purchaser shall have the following obligationsuse its commercially reasonable efforts to: (ai) It shall be a condition precedent to during the obligations Registration Effective Period, comply with the provisions of the Company Securities Act with respect to include in a Registration any Registrable Securities pursuant to this Section VI that the Purchaser shall furnish to the Company such information regarding himself, the Registrable Shares covered by the Registration Statement; (ii) furnish to each Holder, (A) as soon as reasonably practicable after the Registration Statement is filed with the SEC, one copy of the Registration Statement, each prospectus forming a part of the Registration Statement, and each amendment or supplement thereto, and (B) following the intended method or manner effective date of the Registration Statement, such number of copies of the prospectus and all amendments and supplements thereto and such other documents, as such Holder may reasonably request in order to facilitate the disposition of the Registrable Shares owned by such Holder; (iii) (a) register or qualify the Registrable Shares covered by the Registration Statement under such securities or “Blue Sky” laws of all jurisdictions requiring Blue Sky registration or qualification, (b) prepare and file in such jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Effective Period, (c) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Effective Period, and (d) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Shares for sale in such jurisdictions; provided, however, that Purchaser shall not be reasonably required in connection therewith or as a condition thereto to (I) qualify to do business in any jurisdiction where it would not otherwise be required to effect qualify but for this Section 4.9(b)(iii) or (II) file a Registration general consent to service of process in any such jurisdiction; (iv) subject to the terms of the Offer Documents, cooperate with the Holders who hold Registrable Shares to facilitate the timely preparation and delivery of certificates for the Registrable Shares and shall execute enable such documents certificates to be in connection with such Registration denominations or amounts, as the Company case may be, as the Holders reasonably may request and registered in such names as the Holders may request. At least 10 business days prior to the first anticipated filing date of a Registration Statement ; and, within three (which is intended to include Registrable Securities), the Company shall notify the Purchaser of the information the Company requires; (b3) The Purchaser agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement (which is intended to include Registrable Securities); (c) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6.2(h), the Purchaser will immediately discontinue disposition of Registrable Shares pursuant to Business Days after the Registration Statement covering such Registrable Shares until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.2(h) and, if so directed is declared effective by the CompanySEC, the deliver and cause legal counsel selected by Purchaser shall to deliver to the Company or destroy transfer agent for the Registrable Shares (and deliver with copies to the Company a certificate of destructionHolders) all copies in an appropriate instruction and, to the Purchaser’s possessionextent necessary, of the prospectus covering such Registrable Shares current at the time of receipt an opinion of such notice; (d) The Purchaser may not participate in any underwritten Registration hereunder unless counsel, to facilitate the Purchaser (i) agrees to sell his Registrable Shares on the basis provided in any underwriting arrangements entered into by the Company; (ii) completes timely preparation and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms delivery of such underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable Securitiescertificates; and (ev) The subject to the terms of the Option Documents, take all such other lawful actions reasonably necessary to expedite and facilitate the disposition by the Holders of their Registrable Shares in accordance with the intended methods therefor provided in the prospectus which are customary under the circumstances, including without limitation providing reasonable assistance in confirming (assuming the same is true) that a Holder is not an “affiliate” of the Purchaser agrees within the meaning of the Securities Act; provided, however, that such reasonable assistance shall not include in any case the preparation or delivery of an opinion of legal counsel with respect to comply with all applicable laws any Holder’s status as an “affiliate”; provided, further, that upon the request of a Holder, and regulations in connection with any salePurchaser’s sole discretion and at Holder’s sole expense, transfer or other disposition Purchaser may elect to prepare and deliver such an opinion of Registrable Shareslegal counsel.

Purchaser Obligations. In connection with a Registration of the Registrable Shares, the Purchaser shall have the following obligations:​ (a) At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser if the Purchaser elects to have any of the Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to include in a Registration any Registrable Securities complete the registration pursuant to this Section VI Agreement with respect to the Registrable Securities that (i) the Purchaser shall furnish to the Company such information regarding himselfitself, the Registrable Shares Securities held by it and the intended method or manner of disposition of the Registrable Shares Securities held by it as shall be reasonably required to effect a Registration the effectiveness of the registration of such Registrable Shares Securities, and shall (ii) the Purchaser execute such documents in connection with such Registration registration as the Company may reasonably request. At least 10 business days prior to the first anticipated filing date of a Registration Statement (which is intended to include Registrable Securities), the Company shall notify the Purchaser of the information the Company requires;​ (b) The Purchaser covenants and agrees to cooperate by its acquisition of such Registrable Securities that (i) it will not sell any Registrable Securities under the Registration Statement until it has ​ 8 ​ ​ ​ ​ ​ 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 Company prospectus delivery requirements of the Securities Act as reasonably requested by the Company applicable to them in connection with sales of Registrable Securities pursuant to the preparation and filing of a Registration Statement (which is intended to include Registrable Securities);Statement. ​ (c) The Purchaser agrees that, upon Upon receipt of any a notice from the Company of the happening occurrence of any event of the kind described in Section 6.2(h3.1(c)(ii)–(v) or Section 3.1(l), the Purchaser will immediately forthwith discontinue disposition of such Registrable Shares pursuant to Securities under the Registration Statement covering such Registrable Shares until the Purchaser’s receipt of the copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 6.2(h) 3.1(i), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, if so directed in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by the Company, the Purchaser shall deliver to the Company reference in such Prospectus or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice; (d) The Purchaser may not participate in any underwritten Registration hereunder unless the Purchaser (i) agrees to sell his Registrable Shares on the basis provided in any underwriting arrangements 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 underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable Securities; and (e) The Purchaser agrees to comply with all applicable laws and regulations in connection with any sale, transfer or other disposition of Registrable Shares.Statement. ​

Purchaser Obligations. In Purchaser hereby represents, warrants, and agrees that: 17.2.1 Notwithstanding anything in this Purchaser Contract to the contrary, no amounts otherwise payable to Purchaser under this Purchase Contract shall be due and payable if and to the extent such are prohibited, restricted, or limited by Applicable Integrity Laws. 17.2.2 Purchaser has reviewed and understands ABB’s Code of Conduct (available online at on-line at ABB Code of Conduct — ABB Group (xxxxxx.xxx) and other relevant Integrity-related ABB procedures that may be made available by ABB to Purchaser from time to time. 17.2.3 Purchaser acknowledges that it will be subject to ABB’s ongoing due diligence and compliance moni- toring processes. Purchaser shall inform ABB in a timely manner of any material changes to information previ- ously provided in connection with ABB’s due diligence processes and shall provide ABB with any additional information on or certifications of compliance required upon request. 17.2.4 Purchaser shall, upon ABB’s reasonable request, make available its employees, officers, directors, af- filiates or third parties for ABB approved integrity-related training. 17.2.5 If, as a Registration result of Trade Control Laws, the performance by ABB of any of its obligations hereunder be- comes illegal or impracticable, ABB shall, as soon as reasonably practicable, give written notice to the Pur- chaser of its inability to perform or fulfil such obligations. Once such notice has been received by the Pur- chaser, ABB shall, subject to mandatory provisions of Applicable Law, be entitled to either immediately suspend the performance of the Registrable Shares, affected obligation under the Purchaser Contract until such time as ABB may lawfully discharge such obligation or shall have the following obligations: (a) It shall right to immediately terminate this Purchaser Contract by notice in writing from the date specified in the said written notice. ABB will not be a condition precedent liable to the obligations Purchaser for any costs, expenses or damages associated with such suspension or termination of the Company Purchaser Contract. 17.2.6 ABB goods, services, and/ or technology may be subject to include trade restrictions, including dual-use and other trade controls. To the extent applicable, Purchaser shall, at its own cost, be responsible for compliance with all applicable export laws and obtaining any necessary customs import clearance. Whenever Purchaser is the exporter (including with respect to exports of goods, services, technology, and deemed exports of tech- nology), unless otherwise agreed, Purchaser shall, at its own cost, obtain all export licenses and any other clearances or authorizations required under applicable Trade Control Laws. Digital Offerings, services, and/ or technology that originate from the United States are subject to the U.S. Export Administration Regulations ("EAR") and must not be exported, re-exported, or transferred (in-country) without obtaining the necessary valid licenses/ authorizations of the competent US authorities. Purchaser must provide ABB with written no- xxxx of such license(s), clearance(s) or authorization(s) and all applicable conditions. 17.2.7 Purchaser shall not solicit business from, nor seek to directly or indirectly sell, export, re-export, release, transmit or otherwise transfer any goods, materials, parts, equipment, services, technology, technical data or software provided under this Purchaser Contract to, or for the benefit of, any Restricted Person, or parties that operate, or whose end use will be, in a Registration jurisdiction/ region prohibited by ABB including Belarus, Crimea, Cuba, Iran, North Korea, Russia, Syria, as well as the Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine (such list may be amended by ABB at any Registrable Securities pursuant to this Section VI that the time). Purchaser shall furnish to the Company such information regarding himselfimmediately notify ABB if it or any of its employees, the Registrable Shares and the intended method or manner of disposition of the Registrable Shares as shall be reasonably required to effect a Registration of such Registrable Shares and shall execute such documents in connection with such Registration as the Company may request. At least 10 business days prior to the first anticipated filing date of a Registration Statement (which is intended to include Registrable Securities)officers, the Company shall notify the Purchaser of the information the Company requires; (b) The Purchaser agrees to cooperate with the Company as reasonably requested by the Company directors, affiliates, third parties engaged in connection with the preparation Purchaser Contract and/or any of its customers or end-users becomes a Restricted Person. 17.2.8 Purchaser represents and filing warrants that the Digital Offerings shall not be installed, used, or applied in or in connection with (i) the design, production, use or storage of a Registration Statement chemical, biological or nuclear weapons or their delivery systems, (which is intended to include Registrable Securities); ii) any military applications or (ciii) The Purchaser agrees that, upon receipt the operation of any notice nuclear facilities including, but not limited to, nuclear power plants, nuclear fuel manufacturing plants, uranium enrichment plants, spent nu- clear fuel stores and research reactors, without the prior written consent of ABB. 17.2.9 For the avoidance of doubt, no provision in this Purchaser Contract shall be interpreted or applied in a way that would require any party to do, or refrain from doing, any act which would constitute a violation of, or result in a loss of economic benefit under, applicable Trade Control Laws. 17.2.10 Purchaser is hereby informed, and will inform its employees, officers, directors, and any affiliates or third parties engaged in relation to the Company Purchaser Contract, that ABB has established the following reporting channels where any suspected or observed violations of the happening Applicable Integrity Laws, ABB Code of Conduct, or similar rules may be anonymously reported: Telephone: +00 00 000 0000 Web portal: xxx.xxx.xxx/ integrity E-mail: xxxxxx.xxxxxxx@xx.xxx.xxx Mail: ABB Ltd, Legal & Integrity, Xxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx 17.2.11 Purchaser shall immediately notify ABB in writing of any potential or actual breach of obligations set forth under Applicable Integrity Laws, the ABB Code of Conduct, or this Clause by either the Purchaser, its affiliated parties or any third parties engaged by Purchaser in relation to the Purchaser Contract. In the event of such notification or in the kind described event that ABB otherwise has reason to believe that a potential or actual breach has occurred, Purchaser shall make available its records, employees, officers, directors, and any affiliates or third parties engaged in Section 6.2(h), relation to the Purchaser Contract for any audit, inquiries, or investigation which ABB deems necessary. During such audit, inquiries or investigation, ABB may suspend performance of its obliga- tions until such time as ABB has received confirmation to its satisfaction that no breach has occurred or will immediately discontinue disposition occur. ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to suspend or terminate performance of Registrable Shares pursuant its obligations under this provision. 17.2.12 Notwithstanding the foregoing or any other provision in the Purchaser Contract, in the event of any actual or imminent violation of Applicable Integrity Laws or material breach of obligations set forth under the ABB Code of Conduct or this Clause, ABB shall, subject to mandatory provisions of Applicable Law, have the Registration Statement covering such Registrable Shares until right to unilaterally terminate the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated Purchaser Contract with immediate effect. Any claims for payment by Section 6.2(h) and, if so directed by the Company, the Purchaser shall deliver be automatically terminated and cancelled, and any payments previously made shall be forth- with refunded to ABB to the Company extent permitted under Applicable Integrity Laws. Such termination would be without prejudice to all rights of recourse which could be exercised by ABB, and ABB shall not be liable to Purchaser for any claim, losses or destroy (and deliver damages whatsoever related to the Company its decision to terminate performance of its obligations under this provision. Further, Purchaser shall indemnify ABB for all liabilities, damages, costs, or expenses incurred as a certificate result of destruction) all copies in the Purchaser’s possessionany such violation, breach and/or termination of the prospectus covering Agreement. ABB may report such Registrable Shares current at the time of receipt of such notice; (d) The Purchaser may not participate in any underwritten Registration hereunder unless the Purchaser (i) agrees violation to sell his Registrable Shares on the basis provided in any underwriting arrangements entered into relevant authorities as required 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 underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable Securities; and (e) The Purchaser agrees to comply with all applicable laws and regulations in connection with any sale, transfer or other disposition of Registrable SharesApplicable Integrity Laws.

Purchaser Obligations. In connection with a Registration of the Registrable Shares, the Purchaser shall have the following obligations: (a) At least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify the Purchaser in writing of the information the Company requires from the Purchaser if the Purchaser elects to have any of the Purchaser’s Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to include in a Registration any Registrable Securities complete the registration pursuant to this Section VI Agreement with respect to the Registrable Securities that (i) the Purchaser shall furnish to the Company such information regarding himselfitself, the Registrable Shares Securities held by it and the intended method or manner of disposition of the Registrable Shares Securities held by it as shall be reasonably required to effect a Registration the effectiveness of the registration of such Registrable Shares Securities, and shall (ii) the Purchaser execute such documents in connection with such Registration registration as the Company may reasonably request. At least 10 business days prior to the first anticipated filing date of a Registration Statement (which is intended to include Registrable Securities), the Company shall notify the Purchaser of the information the Company requires;. (b) The Purchaser covenants and agrees to cooperate 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 Company prospectus delivery requirements of the Securities Act as reasonably requested by the Company applicable to them in connection with sales of Registrable Securities pursuant to the preparation and filing of a Registration Statement (which is intended to include Registrable Securities);Statement. (c) The Purchaser agrees that, upon Upon receipt of any a notice from the Company of the happening occurrence of any event of the kind described in Section 6.2(h3.1(c)(ii)–(v) or Section 3.1(l), the Purchaser will immediately forthwith discontinue disposition of such Registrable Shares pursuant to Securities under the Registration Statement covering such Registrable Shares until the Purchaser’s receipt of the copies of the supplemented or Prospectus and/or amended prospectus Registration Statement contemplated by Section 6.2(h) 3.1(i), or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, if so directed in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by the Company, the Purchaser shall deliver to the Company reference in such Prospectus or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice; (d) The Purchaser may not participate in any underwritten Registration hereunder unless the Purchaser (i) agrees to sell his Registrable Shares on the basis provided in any underwriting arrangements 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 underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable Securities; and (e) The Purchaser agrees to comply with all applicable laws and regulations in connection with any sale, transfer or other disposition of Registrable SharesStatement.

Purchaser Obligations. In connection with a Registration of the Registrable Shares, the Purchaser shall have the following obligations: (a) It shall be a condition precedent to the obligations of Each Purchaser hereby covenants with the Company not to include in a Registration make any Registrable Securities pursuant to this Section VI that the Purchaser shall furnish to the Company such information regarding himself, the Registrable Shares and the intended method or manner of disposition sale of the Registrable Shares as shall be reasonably required to effect a Registration of such Registrable Shares and shall execute such documents in connection without complying with such Registration as the Company may request. At least 10 business days prior to the first anticipated filing date of a Registration Statement (which is intended to include Registrable Securities), the Company shall notify the Purchaser of the information the Company requires;Section 8.3. (b) The Purchaser agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement (which is intended to include Registrable Securities); (c) The Each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event requiring the preparation of a supplement or amendment to a prospectus forming a part of the kind described in Section 6.2(h)Registration Statement so that, as thereafter delivered to the Purchaser, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, each Purchaser will immediately shall forthwith discontinue disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares and prospectus contemplated by Section 7.2 until the Purchaser’s its receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.2(h) from the Company and, if so directed by the Company, the each Purchaser shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies, other than permanent file copies then in the such Purchaser’s possession, of the prospectus covering such Registrable Shares current currently in such Purchaser’s possession at the time of receipt of such notice;. (c) Each Purchaser shall suspend, upon request of the Company, any disposition of Registrable Shares pursuant the Registration Statement and prospectus contemplated by Section 7.2 during any period, so long as the aggregate number of days during which such disposition is suspended in any one six (6) month period does not exceed forty-five (45) days, (i) that the Company requires in connection with a primary underwritten offering of equity securities; or (ii) if the Company determines in good faith that offers and sales pursuant thereto should not be made by reason of the presence of material undisclosed circumstances or developments with respect to which the disclosure that would be required in such a prospectus is premature or would have an adverse effect on the Company; provided that the Company will amend or supplement, to the extent necessary, the Registration Statement, at the end of such period to allow the Purchaser to dispose of the Registrable Shares pursuant to the Registration Statement. (d) The Purchaser may not participate in any underwritten Registration hereunder unless the Purchaser (i) agrees to sell his Registrable Shares on the basis provided in any underwriting arrangements 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 underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable As a condition to the sale inclusion of the Registrable Securities; and (e) The Purchaser agrees to comply with all applicable laws and regulations in connection with any sale, transfer or other disposition of its Registrable Shares., each Purchaser shall furnish to the Company such information regarding such Purchaser and the distribution proposed by such Purchaser as the Company may request in writing, including completing the Registration Statement Questionnaire attached hereto as Exhibit C.

Purchaser Obligations. In Purchaser hereby represents, warrants, and agrees that: 17.2.1 Notwithstanding anything in this Purchaser Contract to the contrary, no amounts otherwise payable to Purchaser under this Purchase Contract shall be due and payable if and to the extent such are prohibited, restricted, or limited by Applicable Integrity Laws. 17.2.2 Purchaser has reviewed and understands ABB’s Code of Conduct (available online at on-line at ABB Code of Conduct — ABB Group (xxxxxx.xxx) and other relevant Integrity-related ABB procedures that may be made available by ABB to Purchaser from time to time. 17.2.3 Purchaser acknowledges that it will be subject to ABB’s ongoing due diligence and compliance moni- toring processes. Purchaser shall inform ABB in a timely manner of any material changes to information previ- ously provided in connection with ABB’s due diligence processes and shall provide ABB with any additional information on or certifications of compliance required upon request. 17.2.4 Purchaser shall, upon ABB’s reasonable request, make available its employees, officers, directors, af- filiates or third parties for ABB approved integrity-related training. 17.2.5 If, as a Registration result of Trade Control Laws, the performance by ABB of any of its obligations hereunder be- comes illegal or impracticable, ABB shall, as soon as reasonably practicable, give written notice to the Pur- chaser of its inability to perform or fulfil such obligations. Once such notice has been received by the Pur- chaser, ABB shall, subject to mandatory provisions of Applicable Law, be entitled to either immediately suspend the performance of the Registrable Shares, affected obligation under the Purchaser Contract until such time as ABB may lawfully discharge such obligation or shall have the following obligations: (a) It shall right to immediately terminate this Purchaser Contract by notice in writing from the date specified in the said written notice. ABB will not be a condition precedent liable to the obligations Purchaser for any costs, expenses or damages associated with such suspension or termination of the Company Purchaser Contract. 17.2.6 ABB goods, services, and/or technology may be subject to include trade restrictions, including dual-use and other trade controls. To the extent applicable, Purchaser shall, at its own cost, be responsible for compliance with all applicable export laws and obtaining any necessary customs import clearance. Whenever Purchaser is the exporter (including with respect to exports of goods, services, technology, and deemed exports of tech- nology), unless otherwise agreed, Purchaser shall, at its own cost, obtain all export licenses and any other clearances or authorizations required under applicable Trade Control Laws. Digital Offerings, services, and/or technology that originate from the United States are subject to the U.S. Export Administration Regulations ("EAR") and must not be exported, re-exported, or transferred (in-country) without obtaining the necessary valid licenses/authorizations of the competent US authorities. Purchaser must provide ABB with written no- xxxx of such license(s), clearance(s) or authorization(s) and all applicable conditions. 17.2.7 Purchaser shall not solicit business from, nor seek to directly or indirectly sell, export, re-export, release, transmit or otherwise transfer any goods, materials, parts, equipment, services, technology, technical data or software provided under this Purchaser Contract to, or for the benefit of, any Restricted Person, or parties that operate, or whose end use will be, in a Registration jurisdiction/region prohibited by ABB including Belarus, Crimea, Cuba, Iran, North Korea, Russia, Syria, as well as the Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine (such list may be amended by ABB at any Registrable Securities pursuant to this Section VI that the time). Purchaser shall furnish to the Company such information regarding himselfimmediately notify ABB if it or any of its employees, the Registrable Shares and the intended method or manner of disposition of the Registrable Shares as shall be reasonably required to effect a Registration of such Registrable Shares and shall execute such documents in connection with such Registration as the Company may request. At least 10 business days prior to the first anticipated filing date of a Registration Statement (which is intended to include Registrable Securities)officers, the Company shall notify the Purchaser of the information the Company requires; (b) The Purchaser agrees to cooperate with the Company as reasonably requested by the Company directors, affiliates, third parties engaged in connection with the preparation Purchaser Contract and/or any of its customers or end-users becomes a Restricted Person. 17.2.8 Purchaser represents and filing warrants that the Digital Offerings shall not be installed, used, or applied in or in connection with (i) the design, production, use or storage of a Registration Statement chemical, biological or nuclear weapons or their delivery systems, (which is intended to include Registrable Securities); ii) any military applications or (ciii) The Purchaser agrees that, upon receipt the operation of any notice nuclear facilities including, but not limited to, nuclear power plants, nuclear fuel manufacturing plants, uranium enrichment plants, spent nu- clear fuel stores and research reactors, without the prior written consent of ABB. 17.2.9 For the avoidance of doubt, no provision in this Purchaser Contract shall be interpreted or applied in a way that would require any party to do, or refrain from doing, any act which would constitute a violation of, or result in a loss of economic benefit under, applicable Trade Control Laws. 17.2.10 Purchaser is hereby informed, and will inform its employees, officers, directors, and any affiliates or third parties engaged in relation to the Company Purchaser Contract, that ABB has established the following reporting channels where any suspected or observed violations of the happening Applicable Integrity Laws, ABB Code of Conduct, or similar rules may be anonymously reported: Telephone: +00 00 000 0000 Web portal: xxx.xxx.xxx/xxxxxxxxx E-mail: xxxxxx.xxxxxxx@xx.xxx.xxx Mail: ABB Ltd, Legal & Integrity, Xxxxxxxxxxxxxxxx 00, 0000 Xxxxxx, Xxxxxxxxxxx 17.2.11 Purchaser shall immediately notify ABB in writing of any potential or actual breach of obligations set forth under Applicable Integrity Laws, the ABB Code of Conduct, or this Clause by either the Purchaser, its affiliated parties or any third parties engaged by Purchaser in relation to the Purchaser Contract. In the event of such notification or in the kind described event that ABB otherwise has reason to believe that a potential or actual breach has occurred, Purchaser shall make available its records, employees, officers, directors, and any affiliates or third parties engaged in Section 6.2(h), relation to the Purchaser Contract for any audit, inquiries, or investigation which ABB deems necessary. During such audit, inquiries or investigation, ABB may suspend performance of its obliga- tions until such time as ABB has received confirmation to its satisfaction that no breach has occurred or will immediately discontinue disposition occur. ABB shall not be liable to Purchaser for any claim, losses or damages whatsoever related to its decision to suspend or terminate performance of Registrable Shares pursuant its obligations under this provision. 17.2.12 Notwithstanding the foregoing or any other provision in the Purchaser Contract, in the event of any actual or imminent violation of Applicable Integrity Laws or material breach of obligations set forth under the ABB Code of Conduct or this Clause, ABB shall, subject to mandatory provisions of Applicable Law, have the Registration Statement covering such Registrable Shares until right to unilaterally terminate the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated Purchaser Contract with immediate effect. Any claims for payment by Section 6.2(h) and, if so directed by the Company, the Purchaser shall deliver be automatically terminated and cancelled, and any payments previously made shall be forth- with refunded to ABB to the Company extent permitted under Applicable Integrity Laws. Such termination would be without prejudice to all rights of recourse which could be exercised by ABB, and ABB shall not be liable to Purchaser for any claim, losses or destroy (and deliver damages whatsoever related to the Company its decision to terminate performance of its obligations under this provision. Further, Purchaser shall indemnify ABB for all liabilities, damages, costs, or expenses incurred as a certificate result of destruction) all copies in the Purchaser’s possessionany such violation, breach and/or termination of the prospectus covering Agreement. ABB may report such Registrable Shares current at the time of receipt of such notice; (d) The Purchaser may not participate in any underwritten Registration hereunder unless the Purchaser (i) agrees violation to sell his Registrable Shares on the basis provided in any underwriting arrangements entered into relevant authorities as required 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 underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable Securities; and (e) The Purchaser agrees to comply with all applicable laws and regulations in connection with any sale, transfer or other disposition of Registrable SharesApplicable Integrity Laws.

Purchaser Obligations. In connection with a Registration of the Registrable Shares, the Purchaser shall have the following obligations: (a) It shall be a condition precedent to the obligations of the Company to include in a Registration any Registrable Securities pursuant to this Section VI that the Purchaser shall furnish to the Company such information regarding himself, the Registrable Shares and the intended method or manner of disposition of the Registrable Shares as shall be reasonably required to effect a Registration of such Registrable Shares and shall execute such documents in connection with such Registration as the Company may request. At least 10 business days prior to the first anticipated filing date of a Registration Statement (which is intended to include Registrable Securities), the Company shall notify the Purchaser of the information the Company requires; (b) The Purchaser agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement (which is intended to include Registrable Securities); (c) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 6.2(h6.2(g), the Purchaser will immediately discontinue disposition of Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until the Purchaser’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 6.2(h6.2(g) and, if so directed by the Company, the Purchaser shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in the Purchaser’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice; (d) The Purchaser may not participate in any underwritten Registration hereunder unless the Purchaser (i) agrees to sell his Registrable Shares on the basis provided in any underwriting arrangements 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 underwriting arrangements; and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions applicable to the sale of the Registrable Securities; and (e) The Purchaser agrees to comply with all applicable laws and regulations in connection with any sale, transfer or other disposition of Registrable Shares.