Common use of REPORTS UNDER THE 1934 ACT Clause in Contracts

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

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

REPORTS UNDER THE 1934 ACT. With a view to making available to the Holders Investor the benefits of SEC Rule 144 and promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit a Holder the Investors to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, ("Rule 144") the Company agrees to use its best efforts: (a) to to: make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) to take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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; and (d) to furnish to any Holder, Act so long as the Holder Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under Section 6.3 of the Standby Equity Distribution Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and furnish to the Investor so long as the Investor owns any Registrable Securities, forthwith promptly upon request request, (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company)144, the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)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. AMENDMENT OF REGISTRATION RIGHTS. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in availing a particular instance and either retroactively or prospectively), only by a written agreement between the Company and the Investor. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon the Investor and the Company. No consideration shall be offered or paid to any Holder Person to amend or consent to a waiver or modification of any rule or regulation provision of any of this Agreement unless the same consideration also is offered to all of the SEC which permits the selling of any such securities without registration or pursuant parties to such formthis Agreement.

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

REPORTS UNDER THE 1934 ACT. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to use its best effortsto: (a) to make and keep public information available, as those terms are understood and defined in SEC publicly available to the Holders pursuant to Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) to take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, information as is necessary to enable the Holders to utilize Form S-3 for the sale make sales of their Registrable SecuritiesSecurities pursuant to Rule 144, such action to be taken as soon as practicable at all times after the end effective date of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effectiveInitial Offering; (cb) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 ActAct (at any time after the Company has become subject to such reporting requirements); and (dc) to furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the CompanyCompany for its Initial Offering), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested in availing to avail any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the 1934 Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

REPORTS UNDER THE 1934 ACT. With a view to making available to the Holders the benefits of SEC Rule 144 certain rules and any other rule or regulation regulations of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to use its best effortsto: (a) to make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any successor rule promulgated under the Securities Act (“Rule 144”), at all times after ninety (90) days after the effective date of the first registration statement filed by Initial Offering of the Company for the offering of its securities to the general public;Company’s equity securities, (b) to take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the 1934 Act; and (dc) to furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company filed with the SEC and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form.

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

REPORTS UNDER THE 1934 ACT. With a view to making available to the Holders the benefits of SEC Rule 144 promulgated under the 1933 Act ("Rule 144") and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or registration, and with a view to making it possible for Holders to register the Registrable Securities pursuant to a registration on Form S-3, the Company agrees to use its best effortsto: (a) use its best efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) to as soon as practicable, take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act or compliance with the reporting requirements of Section 15(d) of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective;. (c) use its best efforts, after the first registered public offering, 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; and (d) to furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i1) a written statement by the Company that it has complied as to its compliance with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the CompanyCompany for the offering of the securities to the general public), the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as to its qualification as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii2) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii3) such other information documents as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

REPORTS UNDER THE 1934 ACT. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to use its best effortsto: (a) to make and keep current public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general publicthis Agreement; (b) to take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) to file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and (dc) to furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company)144, the Act and the 1934 Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested in availing to avail any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form. The Company shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder of Registrable Securities to sell Registrable Securities without registration under the Act within the limitation of the exemptions provided by (A) Rule 144 or (B) any similar rule or regulation hereafter adopted by the SEC.

REPORTS UNDER THE 1934 ACT. With a view to making available to the Holders the benefits of SEC Rule 144 promulgated under the 1933 Act (“Rule 144”) and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or registration, and with a view to making it possible for Holders to have the resale of the Registrable Securities registered pursuant to a registration statement on Form S-3, the Company agrees to shall use its best effortscommercially reasonable efforts to: (ai) to make and keep adequate public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by for the IPO and for so long as the Company for the offering of its securities is subject to the general publicperiodic reporting requirements under Section 13 or Section 15(d) of the 1934 Act; (bii) to following the closing of the IPO, take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act or compliance with the reporting requirements of Section 15(D) of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (ciii) to after the closing of the IPO, 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; and (div) to furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i1) a written statement by the Company that it has complied as to its compliance with the reporting requirements of SEC Rule 144 (at any time after ninety (90) 90 days after the effective date closing of the first registration statement filed by the CompanyIPO), the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as to its qualification as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii2) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.and

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

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

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

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

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

REPORTS UNDER THE 1934 ACT. With a view to making available to the Holders Investor the benefits of SEC Rule 144 and promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit a Holder the Investor to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3(“Rule 144”), the Company agrees to use its best effortsto: (a) to a. make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) b. maintain, and not terminate, its status as an issuer required to take such action, including the voluntary registration of its Common Stock file reports under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) to c. file with the SEC in a timely manner all reports and other documents required of the Company under the 1934 Act and the 1934 Act; and (d) to furnish to any Holder, so long as the Holder Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and d. furnish to the Investor so long as such Investor owns any Registrable Securities, forthwith promptly upon request request, (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)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 (or information regarding the locations thereof on the SEC’s XXXXX filing system or successor thereto), and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation to permit the Investor to sell such securities pursuant to Rule 144 without registration. The obligations of the SEC which permits Company under this Section 8 shall continue for a period of twelve (12) months following the selling Closing Date; provided that if, as of any the Closing Date, such securities without registration Investor is, or pursuant to the Rights Offering becomes, an affiliate (as defined in Rule 144) of the Company, then such formperiod shall be extended to twenty-four (24) months. In no event shall the Company be required to comply with this Section 8 if it ceases to maintain the registration of its Common Stock under the 1933 Act as a result of a “going private” transaction approved by the Company’s shareholders.

REPORTS UNDER THE 1934 ACT. With a view to of making available to -------------------------- the Holders the benefits of SEC Rule 144 promulgated under the 1933 Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to use its best effortsto: (a) use its best efforts to make and keep public information available, as those terms are understood under stood and defined in SEC Rule 144, at all times after ninety (90) beginning 90 days after the effective date of the first registration statement filed by the Company for the underwritten public offering of its equity securities to of the general publicCompany; (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; (c) furnish to any Holder so long as the Holder owns any Registrable Securities, forthwith upon request: (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time beginning 90 days after the effective date of the first underwritten public offering of equity securities of the Company), the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant where securities may be resold pursuant to Form S-3 (at any time after it so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and all other reports and documents filed by the Company with the SEC; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration; and (d) take such action, including the voluntary registration of its Common Stock common stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize use Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its equity securities to the general public is declared effective; (c) to file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and (d) to furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

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

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

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

REPORTS UNDER THE 1934 ACT. a. With a view to making available to the Holders Investors the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3144, the Company agrees to to, so long as an Investor owns Registrable Securities, use its best effortsefforts to: (a) to i. make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) to take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) to ii. file with the SEC in a timely manner all reports and other documents required of the Company under the Act 1933 and the 1934 Act; and (d) to furnish to any Holder, Act so long as the Holder Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 4(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 iii. furnish to each Investor so long as such Investor owns any Registrable Securities, forthwith promptly upon request request, (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company)144, the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)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 Investors to sell such securities pursuant to Rule 144 without registration. b. For so long as the Principal Market is not a National Exchange (as such terms are defined in availing any Holder of any rule or regulation the Securities Purchase Agreement), the Company shall use its best efforts to facilitate trading of the SEC which permits Common Stock on the selling of any such securities Principal Market and, without registration limiting the foregoing, the Company shall file all necessary reports, at its expense, to publish all information so as to have available “current public information” in Standard & Poor’s Corporation Records or pursuant to such formMergent’s Manual for state “blue sky” exemption purposes.

REPORTS UNDER THE 1934 ACT. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to use its best effortsto: (a) to make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general publicInitial Offering; (b) to take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the will permit Holders to utilize use Form S-3 S 3 for the sale of their Registrable Securities, such action to be taken as soon as practicable (but not later than ninety (90) days) after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public Initial Offering is declared effective; (c) to file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and (d) to furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing to avail any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form.

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

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

REPORTS UNDER THE 1934 ACT. With a view to making available to the Holders Holder the benefits of SEC Rule 144 promulgated under the 1933 Act ("Rule 144") and any other rule or regulation of the SEC that may at any time permit a the Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3any Applicable Form, the Company agrees to use its best efforts: (a) to to: 9.1 make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) 90 days after following the effective date of the first registration statement filed closing by the Company for the offering of its securities to the general public; (b) to an Offering; 9.2 take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders Holder to utilize any applicable Form S-3 for the sale of their Registrable Registerable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) to closes an Offering; 9.3 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; and (d) to and 9.4 furnish to any the Holder, so long as the Holder owns any Registrable Registerable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) 90 days after following the effective date of the first registration statement filed closing by the CompanyCompany of an Offering), the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to the Applicable Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company filed with the SEC and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any the Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such formany Applicable Form. 10.

REPORTS UNDER THE 1934 ACT. With a view to making available to the Holders Investors the benefits of SEC Rule 144 and promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit a Holder the Investors to sell securities of the Company to the public without registration or pursuant (“Rule 144”), after the Company first becomes subject to a registration on Form S-3reporting obligations under the 1934 Act, the Company agrees to use its best effortsto: (a) to a. make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public; (b) to take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) to b. file with the SEC in a timely manner all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on 8-K (other than Current Reports on Form 8-K that are required solely pursuant to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06 or 4.02(a) of Form 8-K) and any similar or successor reports and other documents required of the Company under 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 4(c) of the Securities Purchase Agreement) and the 1934 Act; and filing of such reports and other documents is required for the applicable provisions of Rule 144 (dprovided, however, that this covenant shall not be deemed breached upon (i) the Company’s first late filing after the date hereof of an Annual Report on Form 10-K or Quarterly Report on Form 10-Q (a “Periodic Report”) and (ii) the Company’s first late filing after the date hereof of a Current Report on Form 8-K (other than a Current Report on Form 8-K that is required solely pursuant to furnish to any HolderItem 1.01, 1.02, 2.03, 2.04, 2.05, 2.06 or 4.02(a) of Form 8-K), so long as in either such case, such Periodic Report or Current Report on Form 8-K, as the Holder case may be, is filed with the SEC no later than five (5) Business Days after the due date thereof); and c. furnish to each Investor so long as such Investor owns any Registrable Securities, forthwith promptly upon request written request, (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company)144, the 1933 Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)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 in availing any Holder of any rule or regulation of to permit the SEC which permits the selling of any Investors to sell such securities without registration or pursuant to such formRule 144 without registration.