Common use of REPORTS UNDER THE 1934 ACT Clause in Contracts

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in Rule 144;; and (b) file File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish Furnish to the Investor, promptly upon request, (i) a : a. A written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a , b. 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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities which are eligible for resale under Rule 144 and such information is necessary in order for the Investor to sell such Securities pursuant to Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase AgreementConvertible Promissory Note) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 ActAct applicable to the Company, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Equity Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company Registrable Securities to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase AgreementSPA) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor -------- holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (aA) make and keep public information available, as those terms are understood and defined in Rule 144; (bB) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (cC) furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (iiII) 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 (iiiIII) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 the1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in Rule 144;; and (b) file File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish Furnish to the Investor, promptly upon request, (i) a : i. A written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (, ii) a . 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 (and iii) . such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company Registrable Securities to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase AgreementCSPA) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to:, until such time as all of the Registrable Securities may be sold without restriction pursuant to Rule 144(k): (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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, Company and (iii) such other information as may be reasonably requested to permit the Investor investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With 8.1With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities which are eligible for resale under Rule 144 and such information is necessary in order for the Investor to sell such Securities pursuant to Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 ActAct applicable to the Company, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities which are eligible for resale under Rule 144 and such information is necessary in order for the Investor to sell such Securities pursuant to Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 ActAct applicable to the Company, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in Rule 144;; and (b) file File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish Furnish to the Investor, promptly upon request, (i) a : a. A written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a , b. 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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (aA) make and keep public information available, as those terms are understood and defined in Rule 144; (bB) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (cC) furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (iiII) 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 (iiiIII) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 1. With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company’s obligations Company under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144144 (which reports may be filed after the original filing deadline pursuant to an extension permitted by Rule 12b-25 under the 1934 Act); and (c) furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 if such reports are not publicly available via EXXXX, and (iii) such other information as may be reasonably requested to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC and/or OTC Markets in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, ) the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144144 at all times while the Company is subject to the reporting requirements of the 1934 Act; (b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is as are required for by the applicable provisions of Rule 144; and (c) furnish to the Investoreach Investors so long as such Investors owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“Rule "RULE 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. use its reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144;, and as may be required in order to be eligible to use Form S-3; provided, however, that so long as the Company has acted in good faith in its attempts to make and keep such public information available, the failure to do so shall not be a breach of this Agreement. (b) b. use its reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the each Investor, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities which are eligible for resale under Rule 144 and such information is necessary in order for the Investor to sell such Securities pursuant to Rule 144, the Company agrees to: (a) : make and keep public information available, as those terms are understood and defined in Rule 144; (b) ; file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) and furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 ActAct applicable to the Company, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Preferred Stock Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Equity Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to use its reasonable best efforts to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase AgreementAgreements) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the applicable reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and copies of such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 the1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to:: REPORTS UNDER THE 1934 ACT - continued (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144(b)(1), the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in Rule 144;; and (b) file File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish Furnish to the Investor, promptly upon request, (i) a : a. A written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a , b. 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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Holders the benefits of Rule 144 promulgated under the 1933 Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Holders to sell securities of the Company to the public without registration (“Rule 144”), provided that no later than the Investor holds any Registrable Securities are eligible for resale under Rule 144, Effectiveness Deadline the Company agrees to: (a) make and keep cause there to be “current public information available, information” available for the Company as those terms are understood and defined such term is used in Rule 144144 following the earlier of 90 days following the listing on an Approved Market and 90 days following the Effectiveness Date; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Securities Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investoreach Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Securities Act and the 1934 Act, (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 to permit the Investor Holders to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 the1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep cause to be available adequate current public information availablewith respect to the Company, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. use its reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144;, and as may be required in order to be eligible to use Form S-3; provided, however, that so long as the Company has acted in good faith in its attempts to make and keep such public information available, the failure to do so shall not be a breach of this Agreement. (b) b. use its reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the each Investor, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, ) the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144144 at all times while the Company is subject to the reporting requirements of the 1934 Act; (b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such those requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is as are required for by the applicable provisions of Rule 144; and (c) furnish to the InvestorInvestor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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) any such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company Registrable Securities to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase AgreementSPA) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With As long as any Preferred Shares or Registrable Securities remain outstanding, the Company, with a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to use its best efforts to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in Rule 144;; and (b) file File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish Furnish to the Investor, promptly upon request, (i) a : a. A written statement by the Company that it has complied with the reporting requirements reportingrequirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a , b. 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 (iiiand(iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Buyer and the Deerfield Entities the benefits of Rule 144 promulgated under the 1933 Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Buyer and the Deerfield Entities to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Securities Act and the 1934 Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the InvestorBuyer and the Deerfield Entities so long as the Buyer and the Deerfield Entities own Registrable Securities (or securities convertible or exercisable into Registrable Securities), promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Securities Act and the 1934 ActExchange Act as required for applicable provisions of Rule 144, (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 to permit the Investor Buyers to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, each Investor so long as such Investor owns Registrable Securities or Secondary Registrable Securities promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 (other than any correspondence filed by the Company with the SEC, including, without limitation, any confidential treatment requests), and (iii) such other information as may be reasonably requested to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) unless the following are filed with the SEC through EXXXX and are available to the public through the EXXXX system, a copy of the most recent annual or quarterly report (if the Company files quarterly reports) of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 the1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to Until the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation earlier of the SEC that may at any time permit date on which (A) the Investor Investors shall have sold all the Conversion Shares, the Interest Shares and the Warrant Shares, (B) none of the Senior Debentures or Warrants is outstanding, or (C) pursuant to Rule 144(k) the Investors are permitted to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144registration, the Company agrees to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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, to the extent not available on XXXXX, and (iii) such other information as may be reasonably requested to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees tothat so long as any Investor owns any Securities, the Company shall: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon written request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees agrees, from and after the date of the filing of the Form 10-K, to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner (which includes in reliance on, and after compliance with the deadline required by, Rule 12b-25 of the 0000 Xxx) all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration; provided, however, that the Company shall not be so required if such documents are, or such information is, publicly available on XXXXX.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. for a period of two years from the last Closing Date make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in Rule 144;; and (b) file File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish Furnish to the Investor, promptly upon request, (i) a : a. A written statement by the Company that it has complied with the reporting requirements reportingrequirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a , b. A copy of the most recent annual or quarterly report of the Company and such other suchother reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Holders the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Holders to sell securities of the Company to the public without registration (“Rule 144”), provided that ) once it is subject to the Investor holds any Registrable Securities are eligible for resale under Rule 144reporting requirements of the 1934 Act, the Company agrees to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Buyers to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities that are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) 5 of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.. 33

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor -------- holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 1. With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.. SECTION X MISCELLANEOUS

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities which are eligible for resale under Rule 144 and such information is necessary in order for the Investor to sell such Securities pursuant to Rule 144, the Company agrees to: (a) : make and keep public information available, as those terms are understood and defined in Rule 144; (b) ; file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) and furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 ActAct applicable to the Company, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Holders the benefits of Rule 144 promulgated under the 1933 Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Holders to sell securities of the Company to the public without registration (“"Rule 144”"), provided that no later than the Investor holds any Registrable Securities are eligible for resale under Rule 144, Effectiveness Deadline the Company agrees to: (a) make and keep cause there to be "current public information available, information" available for the Company as those terms are understood and defined such term is used in Rule 144;144 following the earlier of 90 days following the listing on an Approved Market and 90 days following the Effectiveness Date (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Securities Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investoreach Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Securities Act and the 1934 Act, (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 to permit the Investor Holders to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Holders the benefits of Rule 144 promulgated under the 1933 Act or and any other similar rule or regulation of the SEC that may at any time permit the Investor a Holder to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144or 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, at all times on and after the date hereof; (b) take such action as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act Act; and (d) furnish to any Holder, so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the InvestorHolder owns any Registrable Securities, promptly forthwith upon request, request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form 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 to permit avail any Holder of any rule or regulation of the Investor to sell SEC that permits the selling of any such securities without registration or pursuant to Rule 144 without registrationsuch form.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: : (a) make and keep public information available, as those terms are understood and defined in Rule 144; ; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and Sections 13(a) or 15(d) of the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and and (c) furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration. Notwithstanding the foregoing, the Company shall not be obligated to send or deliver any of the foregoing to the Investors to the extent any of them are filed, furnished or otherwise made publicly available on the Company’s website or the SEC’s XXXXX (or any similar) electronic filing system.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees tothat so long as any Investor owns any Securities, the Company shall: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities that are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Equity Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company Registrable Securities to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase AgreementSPA) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration. 9.1 Deleted.

REPORTS UNDER THE 1934 ACT. 8.1 With As long as any Purchased Securities or Registrable Securities remain outstanding, the Company, with a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) 7.3 of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act Act, and the 1934 Act, (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 to permit the Investor investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), . provided that the Investor -------- holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (iiII) 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 (iiiIII) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), -------- provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Buyer the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144;144 for so long as any Holder of Registrable Securities holds Registrable Securities; and (b) file with furnish to the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act Buyer so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the InvestorBuyer owns Registrable Securities, as promptly as commercially reasonable upon request, : (i) a written statement by the Company Company, if true or applicable, that it has complied in all material respects with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 (it being understood that if such documents are available via the SEC’s website, such documents need not be provided), and (iii) such other information as may be reasonably requested to permit the Investor Buyer to sell such securities pursuant to Rule 144 without registration, it being understood and agreed that the foregoing shall not constitute an obligation of the Company to remain publicly reporting under the 1934 Act. (c) The Company specifically acknowledges and agrees that a breach of this Section 7 shall be deemed an Event of Default under the Note.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (aA) make Make and keep public information available, as those terms are understood and defined in Rule 144;; and (bB) file File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (cC) furnish Furnish to the Investor, promptly upon request, : (iI) a A written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, ; (iiII) a 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 ; and, (iiiIII) such Such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to use best efforts to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and; (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144(k), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. if at any time the Company is not required to file reports under the 1934 Act, then the Company shall so inform the Investor in writing, and at the request of the Investor, to make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144); and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities that are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) 5 of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 the1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon requestwithin two (2) business days of being requested, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144(b), the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in Rule 144; (b) file File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish Furnish to the Investor, promptly upon request, (i) a : a. A written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act Act, and the 1934 Act, (ii) a , b. 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) and c. such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) 5.2 of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in Rule 144;; and (b) file File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish Furnish to the Investor, promptly upon request, (i) a : a. A written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a , b. 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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. For a period of two years from the last Closing Date make and keep public information available, as those terms are understood and defined in Rule 144; (b) file b. File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish c. Furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule "RULE 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (aA) make and keep public information available, as those terms are understood and defined in Rule 144; (bB) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (cC) furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (iiII) 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 (iiiIII) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), . provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 a. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that during the Investor holds any Registrable Securities are eligible for resale under Rule 144Registration Period, the Company agrees to: (a) i. make and keep public information available, as those terms are understood and defined in Rule 144; (b) ii. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Securities Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) iii. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration144. b. Each Investor agrees and acknowledges that this Agreement, including, but not limited this Section 8, shall be subject to any agreements relating to confidentiality to which the Company is the subject, and any applicable statutes and regulations (including, but not limited to, Regulation FD under the 1934 Act).

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”)registration, provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144 and such information is necessary in order for the Investor to sell such Securities pursuant to Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that during the Investor holds any Registrable period set forth in Section 4(c) of the Securities are eligible for resale under Rule 144Purchase Agreement, the Company agrees to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (iiII) 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 (iiiIII) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase AgreementSECA) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities that are eligible for resale under Rule 144, the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in Rule 144;; and (b) file File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish Furnish to the Investor, promptly upon request, (i) a : i. A written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (, ii) a . 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 (and iii) . such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company Registrable Securities to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to undertake commercially reasonable best efforts to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, ) the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144144 at all times while the Company is subject to the reporting requirements of the 1934 Act; (b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is as are required for by the applicable provisions of Rule 144; and (c) furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Holders the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees agrees, until the earlier of such time as all of the Registrable Securities (i) have been sold and (ii) may be sold by all Holders without volume limitations pursuant to Rule 144, to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and Section 13 or 15(d) of the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to each Holder so long as such Holder owns (or has the Investorright to receive pursuant to conversion of Shares or exercise of Warrants) Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Holders to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“Rule 144”), provided that until the Investor holds any earlier to occur of the expiration of the Public Information Period and the date on which the Investors shall have sold all of the Registrable Securities are eligible for resale under Rule 144to the public, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds Company agrees, for as long as there shall be any Registrable Securities are eligible for resale under Rule 144held by an Investor, the Company agrees to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With As long as any Purchased Securities or Registrable Securities remain outstanding, the Company, with a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor investors to sell securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c) 6.3 of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and; (c) furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act Act, and the 1934 Act, (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 to permit the Investor investors to sell such securities pursuant to Rule 144 without registrationregistration and cause; (d) cause its legal counsel to furnish to the Company's transfer agent (with a copy to the requesting Investor), promptly upon request, an opinion of such firm in generally acceptably form, so as to permit the transfer of the Registrable Securities in accordance with Rule 144.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor investors to sell restricted securities of the Company to the public without registration (“"Rule 144”"), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees to use its best efforts to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied as to the status of its compliance with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor Holders the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor Holders to sell securities of the Company to the public without registration (“Rule "RULE 144”), provided that ") once it is subject to the Investor holds any Registrable Securities are eligible for resale under Rule 144reporting requirements of the 1934 Act, the Company agrees to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s 's obligations under Section 5(c4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investoreach Holder so long as such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor Buyers to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144144 (k), the Company agrees to: (a) in Rule 144; make and keep public information available, as those terms are understood and defined in Rule 144;defined (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Investment Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to the Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.

REPORTS UNDER THE 1934 ACT. 8.1 With a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees toto use best reasonable efforts: (a) a. make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 5(c) of the Securities Purchase Equity Financing Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to the Investor, promptly upon request, (iI) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (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 to permit the Investor to sell such securities pursuant to Rule 144 without registration.