Common use of Reporting Requirements Under Securities Exchange Act of 1934 Clause in Contracts

Reporting Requirements Under Securities Exchange Act of 1934. When it ------------------------------------------------------------ becomes 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, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder (a) a written statement by the Company that it has complied with such reporting requirements, (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 Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 are (i) 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 or successor exemptive provision) and (ii) to qualify 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 or successor 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. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. When it ------------------------------------------------------------ becomes first legally required to do so, If 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, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming become subject to the reporting requirements of either Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”), the Company shall forthwith upon request furnish thereafter, whenever requested by any Holder (a) a written statement by of Warrants, Underlying Shares or Restricted Stock issued hereunder, notify such Holder in writing whether the Company that it has has, as of any date specified in such request, complied with the Exchange Act reporting requirements as to which it is subject to a period prior to such reporting requirements, (b) a copy of the most recent annual or quarterly report of the Company and (c) date as may be specified in 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 Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 are (i) 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 or successor exemptive provision) and (ii) to qualify the Company for the use of Registration Statements on Form S-3request. In addition, in such event, the Company shall take such other measures and file such other information, documents and reports, reports as shall hereafter be required by the Commission as a condition to the availability of Rule 144 and 144A under the Securities Act (or any similar or successor exemptive provision corresponding rule hereafter in effect) and the use of Form S-3). The Company also covenants to use its best effortsthat all such information, to the extent that it is reasonably within its power to do so, to qualify for the use of Form S-3. From documents and after the effective date reports or any registration statement required by Section 12 of the first Registration Statement Exchange Act filed by with the CompanyCommission shall not contain any untrue statement of a material fact or fail to state therein a material fact required to be stated therein or necessary to make the statements contained therein not misleading, and the Company agrees to use its best efforts to facilitate indemnify and expedite transfers hold each Holder of Registrable any Warrants, Underlying Shares or Restricted Stock pursuant to Rule 144 under issued hereunder or thereunder and each broker, dealer, underwriter or other Person acting for such Holder (and any controlling Person of any of the Securities Act (foregoing) harmless from and against any and all claims, liabilities, losses, damages or expenses and judgments arising out of or based upon any similar breach of the foregoing covenants, representations or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stockwarranties.

Reporting Requirements Under Securities Exchange Act of 1934. When it ------------------------------------------------------------ becomes 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, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder of Registrable Stock (ai) a written statement by the Company that it has complied with such reporting requirements, (bii) a copy of the most recent annual or quarterly report of the Company Company, and (ciii) 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 Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 8 are (ia) 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 or successor exemptive provision) ), and (iib) to qualify 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 or successor 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, commercially reasonable efforts to qualify for the use of Form S-3. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. When it ------------------------------------------------------------ becomes 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, the Company shall use its reasonable best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder Investor (ai) a written statement by the Company that it has complied with such reporting requirements, (bii) a copy of the most recent annual or quarterly report of the Company Company, and (ciii) such other reports and documents filed by the Company with the Commission as such Holder Investor may reasonably request in availing itself of an exemption for the sale of Registrable Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 3.6 are (ia) to enable any such Holder Investor to comply with the current public information requirement contained in Paragraph (c) of Rule 144 under the Securities Act should such Holder Investor 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 or successor exemptive provision) ), and (iib) to qualify 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 or successor exemptive provision hereafter in effect) and the use of Form S-3. The Company also covenants to use its reasonable best efforts, to the extent that it is reasonably within its power to do so, to qualify for the use of Form S-3. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its reasonable best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. When ------------------------------------------------------------ it ------------------------------------------------------------ becomes 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, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder (ai) a written statement by the Company that it has complied with such reporting requirements, (bii) a copy of the most recent annual or quarterly report of the Company Company, and (ciii) 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 Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 8 are (ia) 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 or successor exemptive provision) ), and (iib) to qualify the Company for the use of Registration Statements on Form S-3S- 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 or successor 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. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. When it The ------------------------------------------------------------ becomes first legally required to do so, the Company shall register keep effective its Common Stock registration 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, the The Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the The Company shall forthwith upon request furnish any Holder to the Stockholders: (ai) a written statement by the Company that it has complied with such the reporting requirementsrequirements of Section 13 or 15(d) of the Exchange Act, (bii) a copy of the most recent annual or quarterly report of the Company Company, and (ciii) such other reports and documents filed by the Company with the Commission as such Holder the Stockholders may reasonably request in availing itself themselves of an exemption for the sale of Registrable Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 are (ia) to enable any such Holder the Stockholders to comply with the current public information requirement contained in Paragraph (c) of Rule 144 under the Securities Act should such Holder any of the Stockholders ever wish to dispose of any of the securities of the Company acquired by it him without registration under the Securities Act in reliance upon Rule 144 (or any other similar or successor exemptive provision) ), and (iib) to qualify 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 or successor 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. From and after the effective date of the first Registration Statement filed by the Company, the The Company agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. When --------------------------------------------------------------- it ------------------------------------------------------------ becomes is first legally required to do so, the Company shall register its Class A 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, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder of Registrable Stock (a) a written statement by the Company that it has complied with such reporting requirements, (b) a copy of the most recent annual or quarterly report of the Company 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 Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 8 are (i) 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 or successor exemptive provision) ), and (ii) to qualify 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, 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 or successor 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. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its reasonable best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. When it The ------------------------------------------------------------ becomes first legally required to do so, the Company shall register keep effective its Common Stock registration 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, the The Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the The Company shall forthwith upon request furnish any Holder to the Stockholders: (ai) a written statement by the Company that it has complied with such the reporting requirementsrequirements of Section 13 or 15(d) of the Exchange Act, (bii) a copy of the most recent annual or quarterly report of the Company Company, and (ciii) such other reports and documents filed by the Company with the Commission as such Holder the Stockholders may reasonably request in availing itself themselves of an exemption for the sale of Registrable Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 8 are (ia) to enable any such Holder the Stockholders to comply with the current public information requirement contained in Paragraph (c) of Rule 144 under the Securities Act should such Holder any of the Stockholders ever wish to dispose of any of the securities of the Company acquired by it them without registration under the Securities Act in reliance upon Rule 144 (or any other similar or successor exemptive provision) ), and (iib) to qualify 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 or successor 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 quality for the use of Form S-3. From and after the effective date of the first Registration Statement filed by the Company, the The Company agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. When it ------------------------------------------------------------ becomes 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, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder (ai) a written statement by the Company that it has complied with such reporting requirements, (bii) a copy of the most recent annual or quarterly report of the Company Company, and (ciii) 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 Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 8 are (ia) 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 or successor exemptive provision) ), and (iib) to qualify 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 or successor 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. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. When it On or ------------------------------------------------------------ becomes first legally required prior to do soan initial public offering of the Common Stock, 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, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder of Registrable Stock (ai) a written statement by the Company that it has complied with such reporting requirements, (bii) a copy of the most recent annual or quarterly report of the Company Company, and (ciii) 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 Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 8 are (ia) 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 or successor exemptive provision) ), and (iib) to qualify 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 or successor 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. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. When it ------------------------------------------------------------ becomes first legally required to do so, The Issuer shall maintain the Company shall register registration of its Common Stock Shares under Section 12 of the Securities Exchange Act and shall keep effective such registration and shall timely file such information, documents and reports as the Commission SEC may require or prescribe under Section 13 of the Securities Exchange Act. From and after the effective date of the first Registration Statement filed by the Company, the Company The Issuer shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Securities Ex­change Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Securities Exchange Act, the Company Issuer shall forthwith upon request furnish the Subscriber or any Holder other holder of Shares being so registered (ai) a written statement by the Company Issuer that it has complied with such reporting requirements, (bii) a copy of the most recent annual or quarterly report of the Company Issuer, and (ciii) such other reports and documents filed by the Company Issuer with the Commission SEC as the Subscriber or such Holder holder of Shares may reasonably request in availing itself it­self of an exemption for the sale of Registrable Stock Shares, Conversion Shares or Warrant Shares without registration under the Securities Act. The Company Issuer acknowledges and agrees that the purposes of the requirements contained in this Section 9 14.5 are (ia) to enable any of Subscriber or such Holder other holder of such Shares to comply with the current public information requirement contained in Paragraph (c) of Rule 144 under the Securities Act should the Subscriber or such Holder other holder of Shares ever wish to dispose of any of the securities of the Company Issuer acquired by it without registration under the Securities Act in reliance upon Rule 144 (or any other similar or successor exemptive provision) provi­sion), and (iib) to qualify the Company Issuer for the use of Registration Statements on Form S-3. In addition, the Company Issuer shall take such other measures and file such other information, documents and reports, as shall hereafter be required by the Commission SEC as a condition to the availability of Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect) and the use of Form S-3. The Company Issuer 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 SB-2 or Form S-3. From and after the effective date of the first Registration Statement filed by the CompanyIssuer which is first effective after the date hereof, the Company Issuer agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant Shares pursu­ant to Rule 144 under the Securities Act (or any similar or successor suc­cessor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable StockShares.

Reporting Requirements Under Securities Exchange Act of 1934. When it ------------------------------------------------------------ becomes is first legally required to do so, the Company shall register its Common Class A Stock under Section 12 of the Exchange Act (as hereinafter defined) 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 CompanyCompany under the Securities Act, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require which a corporation, partnership or prescribe under other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange ActAct is required to file. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder holder of Registrable Securities (ai) a written statement by the Company that it has complied with such reporting requirements, (bii) a copy of the most recent annual or quarterly report of the Company Company, and (ciii) such other reports and documents filed by the Company with the Commission commission as such Holder holder may reasonably request in availing itself of an exemption for from the sale of Registrable Stock Securities without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 7.10 are (i) 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 reliance upon Rule 144 (or any other similar or successor exemptive provision) and (ii) to qualify the Company for the use of Registration Statements 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 or successor 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. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. (a) When it ------------------------------------------------------------ becomes is first legally required to do so, the Company shall register its Common Stock under Section 12 of the 68 Exchange Act (as hereinafter defined) 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 CompanyCompany under the Securities Act, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require which a corporation, partnership or prescribe under other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange ActAct is required to file. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder of Registrable Securities (ai) a written statement by the Company that it has complied with such reporting requirements, (bii) a copy of or the most recent annual or quarterly report of the Company Company, and (ciii) 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 Stock Securities without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 10.7 are (i) 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 or successor exemptive provision) and (ii) to qualify the Company for the use of Registration Statements 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 or successor 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. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. When it ------------------------------------------------------------ becomes 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, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder of Registrable Stock (ai) a written statement by the Company that it has complied with such reporting requirements, (bii) a copy of the most recent annual or quarterly report of the Company Company, and (ciii) 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 Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 8 are (ia) 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 or successor exemptive provision) ), and (iib) to qualify 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 or successor 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. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. (a) When it ------------------------------------------------------------ becomes 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 CompanyCompany under the Securities Act, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require which a corporation, partnership or prescribe under other entity subject to Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Act is required to file. (b) Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder of Registrable Securities (ai) a written statement by the Company that it has complied with such reporting requirements, (bii) a copy of or the most recent annual or quarterly report of the Company Company, and (ciii) 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 Stock Securities without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 3.7 are (i) 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 or successor exemptive provision) and (ii) to qualify the Company for the use of Registration Statements 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 or successor 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. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.

Reporting Requirements Under Securities Exchange Act of 1934. When it ------------------------------------------------------------ becomes first legally required to do so, If 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, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming become subject to the reporting requirements of either Section 13 or Section 15(d) of the Securities Exchange Act of 1934 ("Exchange Act"), the Company shall forthwith upon request furnish thereafter, whenever requested by any Holder (a) a written statement by of Warrants, Underlying Shares or Restricted Stock issued hereunder, notify such Holder in writing whether the Company that it has has, as of any date specified in such request, complied with the Exchange Act reporting requirements as to which it is subject to a period prior to such reporting requirements, (b) a copy of the most recent annual or quarterly report of the Company and (c) date as may be specified in 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 Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 are (i) 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 or successor exemptive provision) and (ii) to qualify the Company for the use of Registration Statements on Form S-3request. In addition, in such event, the Company shall take such other measures and file such other information, documents and reports, reports as shall hereafter be required by the Commission as a condition to the availability of Rule 144 and 144A under the Securities Act (or any similar or successor exemptive provision corresponding rule hereafter in effect) and the use of Form S-3). The Company also covenants to use its best effortsthat all such information, to the extent that it is reasonably within its power to do so, to qualify for the use of Form S-3. From documents and after the effective date reports or any registration statement required by Section 12 of the first Registration Statement Exchange Act filed by with the CompanyCommission shall not contain any untrue statement of a material fact or fail to state therein a material fact required to be stated therein or necessary to make the statements contained therein not misleading, and the Company agrees to use its best efforts to facilitate indemnify and expedite transfers hold each Holder of Registrable any Warrants, Underlying Shares or Restricted Stock pursuant to Rule 144 under issued hereunder or thereunder and each broker, dealer, underwriter or other Person acting for such Holder (and any controlling Person of any of the Securities Act (foregoing) harmless from and against any and all claims, liabilities, losses, damages or expenses and judgments arising out of or based upon any similar breach of the foregoing covenants, representations or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stockwarranties.

Reporting Requirements Under Securities Exchange Act of 1934. When it ------------------------------------------------------------ becomes is first legally required to do so, the Company shall register its Class A 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, the Company shall use its best efforts to (whether or not it shall then be required to do so) timely file such information, documents and reports as the Commission may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. Immediately upon becoming subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, the Company shall forthwith upon request furnish any Holder of Registrable Stock (a) a written statement by the Company that it has complied with such reporting requirements, (b) a copy of the most recent annual or quarterly report of the Company 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 Stock without registration under the Securities Act. The Company acknowledges and agrees that the purposes of the requirements contained in this Section 9 7 are (i) 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 or successor exemptive provision) ), and (ii) to qualify 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, 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 or successor 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. From and after the effective date of the first Registration Statement filed by the Company, the Company agrees to use its reasonable best efforts to facilitate and expedite transfers of Registrable Stock pursuant to Rule 144 under the Securities Act (or any similar or successor exemptive provision hereafter in effect), which efforts shall include timely notice to its transfer agent to expedite such transfers of Registrable Stock.