Common use of Reports Under Securities Exchange Act of 1934 Clause in Contracts

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act, at all times after 90 days after the Closing; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holder, so long as the holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Investors the benefits of Rule 144 promulgated under the Securities Act ("SEC Rule 144") and any other rule or regulation of the SEC that may at any time permit a Holder Investors to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after so long as the ClosingCompany remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) use its best efforts to take such action as is reasonably necessary to enable the Holders Investors to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the ClosingShares; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderInvestor, so long as the holder Investor owns any Registrable SecuritiesShares, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder Investor of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making --------------------------------------------- available to the Holders Abbott the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder Abbott to sell securities of the Company RTI to the public without registration or pursuant to a registration on Form S-3, the Company RTI agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 ninety (90) days after the Closingeffective date of the first registration statement filed by RTI for the offering of its securities to the general public; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company RTI under the Securities Act and the Exchange Act; and (dc) furnish to any holderAbbott, so long as the holder Abbott owns any Registrable SecuritiesShares, forthwith upon request (i) a written statement by the Company RTI that it has complied with the reporting requirements of SEC Rule 144144 (at any time after ninety (90) days after the effective date of the first registration statement filed by RTI), the Securities Act and the Exchange Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company RTI and such other reports and documents so filed by the CompanyRTI, and (iii) such other information as may be by reasonably requested in availing any Holder Abbott of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 ninety (90) days after the Closingeffective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action as is reasonably necessary use its best efforts to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); and (dc) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to --------------------------------------------- making available to the Holders Abbott the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder Abbott to sell securities of the Company RTI to the public without registration or pursuant to a registration on Form S-3, the Company RTI agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 ninety (90) days after the Closingeffective date of the first registration statement filed by RTI for the offering of its securities to the general public; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company RTI under the Securities Act and the Exchange Act; and (dc) furnish to any holderAbbott, so long as the holder Abbott owns any Registrable SecuritiesShares, forthwith upon request (i) a written statement by the Company RTI that it has complied with the reporting requirements of SEC Rule 144144 (at any time after ninety (90) days after the effective date of the first registration statement filed by RTI), the Securities Act and the Exchange Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company RTI and such other reports and documents so filed by the CompanyRTI, and (iii) such other information as may be reasonably requested in availing any Holder Abbott of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Investors the benefits of Rule 144 promulgated under the Securities Act and ("SEC Rule 144")and any other rule or regulation of the SEC that may at any time permit a Holder Investors to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after so long as the ClosingCompany remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) use its best efforts to take such action as is reasonably necessary to enable the Holders Investors to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderInvestor, so long as the holder Investor owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder Investor of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule Rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3registration, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 (or any successor rule promulgated under the Securities Act, “Rule 144”), at all times after 90 days after the Closing;effective date of the first registration statement filed by the Company for the offering of its securities to the general public; and (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and (dc) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange 1934 Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information in the possession of or reasonably obtainable by the Company as any Holder may be reasonably requested request in availing any Holder itself of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Limited Partners the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder the Limited Partners to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to use reasonable efforts to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingtimes; (b) take such action as is reasonably necessary to enable the Holders Limited Partners to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken Securities as soon as practicable permitted pursuant to this Section 8 after the end date of the first fiscal year after the ClosingAgreement; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act of 1934 as amended (the "Exchange Act"); and (d) furnish to any holdera Limited Partner, so long as the holder a Limited Partner owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act Act, and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder a Limited Partner of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to of making --------------------------------------------- available to the Holders Affiliate Stockholders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Holder an Affiliate Stockholder to sell securities of the Company DST to the public without registration or pursuant to a registration on Form S-3, the Company DST agrees to: (a) use reasonable efforts to make and keep public information available, as those terms are understood and defined in Commission Rule 144 promulgated under the Securities Act, at all times after 90 days after the Closingtimes; (b) take such action as is reasonably necessary use reasonable efforts to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company DST under the Securities Act and the Exchange Act; and (dc) furnish to any holder, Affiliate Stockholder so long as the holder Affiliate Stockholder owns any Registrable Securities, forthwith upon request request: (i) a written statement by the Company DST that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements), or that it qualifies as a registrant whose Registrant where securities may be resold pursuant to Form S-3 (at any time after it so qualifies), ; (ii) a copy of the most recent annual or quarterly report of the Company DST and such all other reports and documents so filed by DST with the Company, Commission; and (iii) such other non-confidential information as may be reasonably requested in availing any Holder Affiliate Stockholder of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration or pursuant to such formregistration.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Short-Form S-3Registration Statement, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act, at all times after 90 days after the Closing144; (b) take such action as is reasonably necessary to enable the Holders to utilize a Short-Form S-3 Registration Statement for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to a Short-Form S-3 (at any time after it so qualifies)Registration Statement, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to of making available to the Holders the benefits of Rule 144 promulgated under the Securities 1933 Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) use its best efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingtimes; (b) take such action as is reasonably necessary use its best efforts to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities 1933 Act and the Exchange 1934 Act; and; (dc) furnish to any holder, Holder so long as the holder Holder owns any Registrable Securities, forthwith upon request request: (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities 1933 Act and the Exchange 1934 Act (at any time after it has complied with such reporting requirements), or that it qualifies as a registrant whose Registrant where securities may be resold pursuant to Form S-3 (at any time after it so qualifies), S-3; (ii) a copy of the most recent annual or quarterly report of the Company and such all other reports and documents so filed by the Company, Company with the SEC; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant registration; and (d) take such action as is necessary to such formenable the Holders to use Form S-3 for the sale of their Registrable Securities.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act144, at all times after 90 days after while the ClosingCompany is a reporting issuer under the Exchange Act; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (dc) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after all times it has complied with remains subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated 144, so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Securities Exchange Act, at all times after 90 days after the Closing; (b) take such action action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Exchange Act and the Exchange Act (at any time after it has complied with such reporting requirements)rules and regulations promulgated thereunder, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company SM&A to the public without registration or pursuant to a registration on Form S-3, the Company SM&A agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingtimes; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable ordinarily required after the end of the first fiscal year after in which the Closingfirst registration statement filed by SM&A for the offering of its Common Stock to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company SM&A under the Securities Act and the Exchange 1934 Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company SM&A that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)1934 Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company SM&A and such other reports and documents so filed by the CompanySM&A, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingdate of this Agreement; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closingpracticable; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange 1934 Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Holder the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act, at all times after 90 days after the Closing144; (b) take such action action, including the voluntary registration of its common stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders Holder to utilize Form S-3 for the sale of their its Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after in which the Closingfirst registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder the Holders to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: : (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act144, at all times after 90 days after so long as the Closing; Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders to utilize use Form S-3 for the sale of their Registrable its Eligible Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; ; (c) file with the SEC in a timely manner all reports and other documents as may be required of the Company under the Securities Act and the Exchange Act; and and (d) furnish to any holdereach Holder, so long as the holder such Holder owns any Registrable Eligible Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.. 2.10

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Holder holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3S-3 or without registration, the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in Commission Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingeffective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (dc) furnish Furnish to any holderHolder, so long as accurate and so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Commission Rule 144144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at or any time after it so qualifiessuccessor form that provides for short-form registration), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Stockholders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder the Stockholders to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3S-3 or without registration, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingeffective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (dc) furnish to any holderthe Stockholders, so long as accurate and so long as the holder owns Stockholders own any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (or any successor form that provides for short-form registration) (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder the Stockholders of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to --------------------------------------------- making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act144, at all times after 90 days after for so long as the ClosingCompany remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Holder the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a the Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, for so long as the Investor or the Holder Affiliates hold at least 1% of the aggregate number of shares of Common Stock issued pursuant to the Purchase Agreement and the Warrant, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act144, at all times after 90 days after while the ClosingCompany is a reporting issuer under the Exchange Act; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (di) furnish to any holderthe Holder upon request, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after all times it has complied with remains subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) make available to the Holder a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) furnish to the Holder upon request such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Investors the benefits of Rule 144 promulgated under the Securities Act ("SEC Rule 144") and any other rule or regulation of the SEC that may at any time permit a Holder an Investor to sell securities of the Company Mobility to the public without registration or pursuant to a registration on Form S-3, the Company Mobility agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after so long as Mobility remains subject to the Closingperiodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) use its best efforts to take such action as is reasonably necessary to enable the Holders each Investor to utilize Form S-3 a Registration Statement for the sale of their its Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company Mobility under the Securities Act and the Exchange Act; and (d) furnish to any holdereach Investor, so long as the holder such Investor owns any Registrable Securities, forthwith upon request (i) a written statement by the Company Mobility that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company Mobility and such other reports and documents so filed by the CompanyMobility, and (iii) such other information as may be reasonably requested in availing any Holder Investor of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated 144, so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Securities Exchange Act, at all times after 90 days after the Closing; (b) take such action action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Exchange Act and the Exchange Act (at any time after it has complied with such reporting requirements)rules and regulations promulgated thereunder, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingtimes; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and (d) furnish Furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)1934 Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formregistration.

Reports Under Securities Exchange Act of 1934. 7.2.1 Resales Under Rule 144; Form S-3 Registration. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or registration, and with a view to making it possible for Holders to have the resale of the Registrable Securities registered pursuant to a registration statement on Form S-3, the Company agrees toto do the following: (ai) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act, at all times after 90 days after the Closing144; (bii) take such action action, including compliance with the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934 (the "1934 Act"), as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (ciii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and (div) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i1) a written statement by the Company that it has complied as to its compliance with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)1934 Act, or that it qualifies as to its qualification as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii2) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii3) such other information documents as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Investors the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder an Investor to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) : make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after for so long as the Closing; (bCompany remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; take such action action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders Investors to utilize use Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) ; file with the SEC in a timely manner all reports and other documents as may be required of the Company under the Securities Act and the Exchange Act; and (d) and furnish to any holderInvestor, so long as the holder Investor owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that whether it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder Investor of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to --------------------------------------------- making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, and provided that the Company's Common Stock is otherwise registered pursuant to the Securities Act, the Company agrees to: (a) make and keep public information availableavail-able, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 ninety (90) days after the Closingeffective date of the registration statement filed in connection with an IPO by the Company; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (dc) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iiiii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company SM&A to the public without registration or pursuant to a registration on Form S-3, the Company SM&A agrees to: (a) make and keep adequate public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities ActAct ("Rule 144"), at all times after 90 days after the Closingtimes; (b) take such action as is reasonably necessary to enable the Holders SM&A to utilize Form S-3 for to register the sale of their Holders' Registrable Securities, such action to be taken as soon as practicable ordinarily required after the end of the first fiscal year after in which the Closingfirst registration statement filed by SM&A for the offering of its Common Stock to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company SM&A under the Securities Act and the Exchange 1934 Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company SM&A that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)1934 Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company SM&A and such other reports and documents so filed by the CompanySM&A, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. 6.5.1 With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in by SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingeffective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (dc) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to --------------------------------------------- making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act144, at all times after 90 days after for so long as the ClosingCompany remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act, at all times after 90 days after the Closing144; (b) take such action as is reasonably necessary using reasonable efforts, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act1934 Act (other than filings related to the transactions contemplated by the Merger Agreement not within its control); and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)1934 Act, or if applicable, that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation regula- tion of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees and covenants to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act, at all times after 90 days after the Closing144; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and; (dc) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)1934 Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the SEC or any securities exchange, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form; and (d) provide the Holder with prompt notice of any failure by the Company to comply with the requirements of Rule 144.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and aud any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act, at all times after 90 days after the Closing; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and (db) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange 1934 Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Investor the benefits of Rule 144 promulgated under the Securities 1933 Act and any other rule or regulation of the SEC that may at any time permit a Holder the Investor to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingdate hereof; (b) take such action action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is reasonably necessary to enable the Holders Investor to utilize Form Forms S-1 or S-3 for the sale of their its Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing;Shares. (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities 1933 Act and the Exchange 1934 Act; and (d) furnish to any holderthe Investor, so long as the holder Investor owns any Registrable SecuritiesShares (or other shares which the Investor may request to be registered under Section 2(g)), forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities 1933 Act and the Exchange 1934 Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder the Investor of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after so long as the ClosingCompany remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action action, as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Investors the benefits of Rule 144 promulgated under the Securities Act (“SEC Rule 144”) and any other rule or regulation of the SEC that may at any time permit a Holder Investors to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3SB-2, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after so long as the ClosingCompany remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) use its best efforts to take such action as is reasonably necessary to enable the Holders Investors to utilize Form S-3 SB-2 or such other registration statement form as may be applicable for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the ClosingShares; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderInvestor, so long as the holder Investor owns any Registrable SecuritiesShares, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)SB-2, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder Investor of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Holder holder to sell securities of the Company to the public without registration or pursuant to a registration statement on Form S-3, the Company agrees to use commercially reasonable efforts to: (a) make and keep public information available, as those terms are understood and defined in required by Rule 144 promulgated 144(c) under the Securities Act, at all times after 90 days after the Closing; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holder, so long as the holder owns any Registrable SecuritiesShares, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to a registration statement on Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder holder of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration or pursuant to such form. The rights of the Purchaser under this Section 4.3 shall inure to the benefit of the transferee in the case of a transfer to an affiliate or to a transferee of Shares and/or Warrants representing at least twenty-five percent (25%) of the Common Stock (including Common Stock issuable upon exercise of the Warrants) purchased hereunder. The obligations of the Company under this Section 4.3 shall terminate five (5) years after the date hereof.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company Connetics to the public without registration or pursuant to a registration on Form S-3, the Company Connetics agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated 144, so long as Connetics remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Securities Exchange Act, at all times after 90 days after the Closing; (b) take such action action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company Connetics under the Securities Act and the Exchange Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith the following upon request request: (i) a written statement by the Company Connetics that it has complied with the reporting requirements of SEC Rule 144, the Securities Exchange Act and the Exchange Act (at any time after it has complied with such reporting requirements)rules and regulations promulgated thereunder, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), S-3, (ii) a copy of the most recent annual or quarterly report of the Company Connetics and such other reports and documents so filed by the CompanyConnetics, and and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: : (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated 144, so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Securities Exchange Act, at all times after 90 days after the Closing; ; (b) take such action action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; ; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Exchange Act and the Exchange Act (at any time after it has complied with such reporting requirements)rules and regulations promulgated thereunder, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make The Company shall cause its Common Stock to continue to be registered under Sections 12(b) or 12(g) of the 1934 Act, shall comply in all respects with its reporting and keep public information available, as those terms are understood and defined in Rule 144 promulgated filing obligations under the Securities 1934 Act, at and shall not take any action or file any document (whether or not permitted by the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the 1934 Act. The Company shall take all times after 90 days after the Closing; (b) take such action as is reasonably necessary to enable continue the Holders to utilize Form S-3 for listing or trading of its Common Stock on any national securities exchange or the sale of their Registrable Securities, such action to be taken as soon as practicable after the end Automated Quotation System of the first fiscal year after the Closing; (c) file National Association of Securities Dealers on which Common Stock is listed or traded, and shall comply in all material respects with the SEC in a timely manner all reports its reporting, filing and other documents required of the Company obligations under the Securities Act and the Exchange Act; and (d) bylaws or rules of such exchange or association. The Company will furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange 1934 Act (at any time after it has complied with such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)under the Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as are filed by the CompanyCompany under the 1934 Act, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Holder the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act, at all times after 90 days after the Closing144; (b) take such action action, including the voluntary registration of its common stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders Holder to utilize Form S-3 S–3 for the sale of their its Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after in which the Closingfirst registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 S–3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.. 2.9

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Investor the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder Investor to sell securities of the Company Connetics to the public without registration or pursuant to a registration on Form S-3, the Company Connetics agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated 144, so long as Connetics remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Securities Exchange Act, at all times after 90 days after the Closing; (b) take such action action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders Investor to utilize use Form S-3 for the sale of their its Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company Connetics under the Securities Act and the Exchange Act; and (d) furnish to any holderInvestor, so long as the holder Investor owns any Registrable Securities, forthwith upon request (i) a written statement by the Company Connetics that it has complied with the reporting requirements of SEC Rule 144, the Securities Exchange Act and the Exchange Act (at any time after it has complied with such reporting requirements)rules and regulations promulgated thereunder, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company Connetics and such other reports and documents so filed by the CompanyConnetics, and (iii) such other information as may be reasonably requested in availing any Holder Investor of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act, at all times after 90 ninety (90) days after the Closingeffective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and (dc) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144144 promulgated under the Securities Act (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange 1934 Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC (including Rule 144A) which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making --------------------------------------------- available to the Holders Investors the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder Investors to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after so long as the ClosingCompany remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) use its best efforts to take such action as is reasonably necessary to enable the Holders Investors to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderInvestor, so long as the holder Investor owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder Investor of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to --------------------------------------------- making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 ninety (90) days after the Closingeffective date of the first registration statement filed with the SEC under the Act by the Company for the offering of its securities to the general public; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and (dc) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange 1934 Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated 144, so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Securities Exchange Act, at all times after 90 days after the Closing; (b) take such action action, including the voluntary registration of its common stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Exchange Act and the Exchange Act (at any time after it has complied with such reporting requirements)rules and regulations promulgated thereunder, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. (a) Resales Under Rule 144; Form S-3 Registration. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities 1933 Act (“Rule 144”) and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or registration, and with a view to making it possible for Holders to have the resale of the Registrable Securities registered pursuant to a registration statement on Form S-3, the Company agrees to: (ai) use its best efforts to make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act, at all times after 90 days after the Closing144; (bii) take such action action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act or compliance with the reporting requirements of Section 15(d) of the 1934 Act, as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (ciii) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities 1933 Act and the Exchange 1934 Act; and (div) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i1) a written statement by the Company that it has complied as to its compliance with the reporting requirements of SEC Rule 144, the Securities 1933 Act and the Exchange Act (at any time after it has complied with such reporting requirements)1934 Act, or that it qualifies as to its qualification as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii2) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii3) such other information documents as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders Holder the benefits of Rule 144 promulgated under the Securities 1933 Act and any other rule or regulation of the SEC that may at any time permit a the Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3registration, the Company agrees to: (a) use its best efforts to make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingtimes; (b) take such action as is reasonably necessary use its best efforts to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities 1933 Act and the Exchange 1934 Act; and (dc) furnish to any holderthe Holder, so long as the holder Holder owns any Registrable Securities, forthwith upon request request: (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities 1933 Act and the Exchange 1934 Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), ; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, ; and (iii) such other information as may be reasonably requested in availing any order to permit the Holder to avail itself of any rule or regulation of the SEC or any state securities authority which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders and the Other Selling Stockholders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder or an Other Selling Stockholder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep available adequate current public information availableinformation, as those terms are understood and defined in Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingeffective date of the Initial Public Offering; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and (dc) furnish to any holderHolder or Other Selling Stockholder, so long as the holder Holder owns any Registrable SecuritiesSecurities or the Other Selling Stockholder owns any Other Shares, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144144 (at any time after 90 days after the effective date of the Initial Public Offering), the Securities Act and the Exchange 1934 Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder or Other Selling Stockholder of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to --------------------------------------------- making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act144, at all times after 90 days after the Closingeffective date of the IPO; (b) use their best efforts to take such action as is reasonably necessary to enable the Holders to utilize Form S-3 pursuant to Section 1.12 for the sale of their Registrable Securities, such action to be taken as soon as practicable after concurrently with the end of the first fiscal year after the ClosingIPO; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and (d) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144144 (at any time after the effective date of the IPO), the Securities Act and the Exchange 1934 Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. With a view to making --------------------------------------------- available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 promulgated under the Securities Act144, at all times after 90 ninety (90) days after the Closingeffective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) take such action as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and (dc) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon written request (i) a written statement by the Company that it has complied in all material respects with the reporting requirements of SEC Rule 144144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange 1934 Act (at any time after it has complied with become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the SEC, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under Securities Exchange Act of 1934. (a) With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (ab) make and keep public information available, as those terms are understood and defined in SEC Rule 144 promulgated under the Securities Act, at all times after 90 days after the Closing144; (bc) take such action action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is reasonably necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the first fiscal year after the Closing; (cd) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (de) furnish to any holderHolder, so long as the holder Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act (at any time after it has complied with such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form.