Common use of Reports Under the Exchange Act Clause in Contracts

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 Securities Act and the 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 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 c. furnish to the Investor 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 4(c) of the Standby Equity Distribution 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. (c) furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") , the Company agrees to: a. (a) use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company's ’s obligations under Section 6.3 of the Standby Equity Distribution 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 so long as the 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 Securities Act 144 and the Exchange 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 XXXXX, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and (d) take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investor Buyers the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Buyers to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 4(c) of the Standby Equity Distribution 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. (c) furnish to the Investor each Buyer so long as the Investor such Buyer 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution 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. (c) furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 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 c. furnish to the Investor 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 of the Standby Drawdown Equity Distribution Financing 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 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“ Rule 144"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 Securities Act and the Exchange 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 6.3 of the Standby Reserve Equity Distribution Financing 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 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 5(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents as is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") , the Company agrees to: a. (a) use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) use its commercially reasonable efforts 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 Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company's ’s obligations under Section 6.3 of the Standby Equity Distribution 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 so long as the 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 Securities Act 144 and the Exchange 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 Commission if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and (d) take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s transfer agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") registration, and as a material inducement to the Investor’s purchase of the Promissory Notes, the Company agrees torepresents, warrants, and covenants to the following: a. make (a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and keep public information availablehas filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), as those terms are understood and defined in Rule 144;other than Form 8-K reports. b. (b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports and other documents required under section 13 or 15(d) of the Company under the Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution Purchase Agreement) and the filing of such reports shall conform to the requirement of the Exchange Act and other documents is required the SEC for the applicable provisions of Rule 144; andfiling thereunder. c. (c) The Company shall furnish to the Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“Rule 144") ”), and as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company agrees torepresents, warrants, and covenants to the following: a. make (a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and keep public information availablehas filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), as those terms are understood and defined in Rule 144;other than Form 8-K reports b. (b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports and other documents required under section 13 or 15(d) of the Company under the Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing of such reports shall conform to the requirement of the Exchange Act and other documents is required the SEC for the applicable provisions of Rule 144; andfiling thereunder. c. (c) The Company shall furnish to the Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution 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 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") registration, and as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company agrees torepresents, warrants, and covenants to the following: a. make (a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and keep public information availablehas filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), as those terms are understood and defined in Rule 144;other than Form 8-K reports. b. (b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports and other documents required under section 13 or 15(d) of the Company under the Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing of such reports shall conform to the requirement of the Exchange Act and other documents is required the SEC for the applicable provisions of Rule 144; andfiling thereunder. c. (c) The Company shall furnish to the Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Holders the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC Commission that may at any time permit the Investors Holders to sell securities of the Company to the public without registration ("Rule 144") registration, the Company agrees to use 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 Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution 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 each Holder so long as the Investor 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 Securities Act and the Exchange 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 if such reports are not publicly available via EXXXX, 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“Rule 144") ”), and as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company agrees torepresents, warrants, and covenants to the following: a. make (a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and keep public information availablehas filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), as those terms are understood and defined in Rule 144;other than Form 8-K reports b. (b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports and other documents required under section 13 or 15(d) of the Company under the Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing of such reports shall conform to the requirement of the Exchange Act and other documents is required the SEC for the applicable provisions of Rule 144; andfiling thereunder. c. (c) The Company shall furnish to the Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Investor to sell securities of the Company to the public without registration ("Rule 144") registration, and as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company agrees torepresents, warrants, and covenants to the following: a. make (a) The Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and keep public information availablehas filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), as those terms are understood and defined in Rule 144;other than Form 8-K reports. b. (b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports and other documents required under Section 13 or 15(d) of the Company under the Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing of such reports shall conform to the requirement of the Exchange Act and other documents is required the SEC for the applicable provisions of Rule 144; andfiling thereunder. c. (c) The Company shall furnish to the Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution 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 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution CEF 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 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 Securities Act and the Exchange 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 registrationregistration and without any limitations or restrictions.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns shares of Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 Securities Act and the 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 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 c. furnish to the Investor 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns shares of Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors each Purchaser to sell securities of the Company to the public public, so long as the Registration Statement is effective and such Purchaser holds Registrable Securities, without registration ("Rule “RULE 144") ”), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. i. file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 of the Standby Equity Distribution Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. ii. furnish to the Investor each Purchaser so long as the Investor such Purchaser 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 Securities Act and the Exchange 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 Purchasers to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“Rule 144") ”), and as a material inducement to the Investor’s purchase of the Convertible Debentures, the Company agrees torepresents, warrants, and covenants to the following: a. make (a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and keep public information availablehas filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), as those terms are understood and defined in Rule 144;other than Form 6-K reports. b. (b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports and other documents required under section 13 or 15(d) of the Company under the Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing of such reports shall conform to the requirements of the Exchange Act and other documents is required the SEC for the applicable provisions of Rule 144; andfiling thereunder. c. (c) The Company shall furnish to the Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to Investor and the Investor other Holders the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation certain rules and regulations of the SEC that which may at any time permit the Investors to sell securities sale of the Company Registrable Securities to the public without registration ("Rule 144") registration, the Company agrees agrees, so long as there are outstanding Registrable Securities, to use commercially reasonable 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 as the SEC may prescribe under Section 13(a) or 15(d) of the Company under the Securities Act and the Exchange Act so long as at any time while the Company remains is subject to such reporting requirements (it being understood that nothing herein shall limit the Company's obligations under Section 6.3 of the Standby Equity Distribution Agreement) Exchange Act 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 each Holder so long as the Investor 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Buyers the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Buyers to sell securities of the Company to the public without registration ("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 Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution 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. (c) furnish to the Investor each Buyer so long as the Investor such Buyer 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors Purchasers to sell securities of the Company to the public without registration ("Rule 144") ), the Company agrees to, -------- so long as such Purchaser beneficially owns (without giving effect to any limitations on the conversion or exercise thereof) Registrable Securities: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file 8.1 File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. furnish 8.2 Furnish to the Investor so long as the Investor owns Registrable Securities, each Purchaser promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Purchasers to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution 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. (c) furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Buyer the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act 144 for so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under Section 6.3 any Holder of the Standby Equity Distribution Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144Registrable Securities holds Registrable Securities; and c. (b) furnish to the Investor Buyer so long as the Investor such Buyer 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 Securities Act and the Exchange 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 Commission’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 Exchange Act. (c) The Company specifically acknowledges and agrees that a breach of this Section 8 shall be deemed an Event of Default under the Note.

Reports Under the Exchange Act. With a view to making available to the Investor Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors Purchasers to sell securities of the Company to the public without registration ("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 8.1 File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. furnish 8.2 Furnish to the Investor each Purchaser so long as the Investor owns such Purchaser holds Preferred Stock or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Purchasers to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Holders the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC Commission that may at any time permit the Investors Holders to sell securities of the Company to the public without registration ("Rule 144") registration, the Company agrees to use 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 Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution 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 each Holder so long as the Investor 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 Securities Act and the Exchange 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 if such reports are not publicly available via XXXXX, 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 of the Standby Drawdown Equity Distribution Financing 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 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 Securities Act and the Exchange 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. Investor acknowledges that no re-sale of the Registrable Securities under Rule 144 will be available until all conditions set forth in Rule 144(i) have been satisfied.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Investor to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 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 c. furnish to the Investor 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns shares of Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Investor to sell securities of the Company to the public without registration ("Rule 144") registration, and as a material inducement to the Investor’s purchase of the Promissory Notes, the Company agrees torepresents, warrants, and covenants to the following: a. make (a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and keep public information availablehas filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), as those terms are understood and defined in Rule 144;other than Form 6-K reports. b. (b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports and other documents required under section 13 or 15(d) of the Company under the Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution Purchase Agreement) and the filing of such reports shall conform to the requirement of the Exchange Act and other documents is required the SEC for the applicable provisions of Rule 144; andfiling thereunder. c. (c) The Company shall furnish to the Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available The Company represents, warrants, and covenants to the Investor following: (a) The Company is subject to the benefits reporting requirements of Rule 144 promulgated under the Securities Act section 13 or any similar rule or regulation 15(d) of the SEC that may at any time permit the Investors to sell securities Exchange Act and has filed all required reports under section 13 or 15(d) of the Company Exchange Act during the 12 months prior to the public without registration date hereof ("Rule 144"or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports. (b) During the Registration Period, the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. shall file with the SEC in a timely manner all required reports and other documents required under section 13 or 15(d) of the Company under the Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution Purchase Agreement) and the filing of such reports shall conform to the requirement of the Exchange Act and other documents is required the SEC for the applicable provisions of Rule 144; andfiling thereunder. c. (c) The Company shall furnish to the Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Holders the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC Commission that may at any time permit the Investors Holders to sell securities of the Company to the public without registration ("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) at such time as the Company becomes subject to the reporting requirements of the Exchange Act, file with the SEC Commission in a timely manner all annual reports on Form 10-K, and other documents quarterly reports on Form 10-Q required of the Company under the Securities Act and the 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 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 c. (c) furnish to the Investor each Holder so long as the Investor such Holder owns Registrable Securities, promptly upon written request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns Debentures, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Investor to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 6.03 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 c. furnish to the Investor 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or and any similar other rule or regulation of the SEC that may at any time permit the Investors a holder to sell securities of the Company to the public without registration ("Rule 144") registration, the Company agrees to use commercially reasonable efforts to: a. (a) make and keep public current 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 Securities Act and the Exchange 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144144 ; and c. (c) furnish to each Investor, unless otherwise available at no charge by access electronically to the Investor SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or successor thereto), so long as the 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 Securities Act and the Exchange 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 (iiiii) 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns shares of Preferred Stock or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (b) furnish to the each Investor so long as the such Investor owns Notes, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“Rule 144"”) the Company agrees to, during the terms of the Investment Agreement: 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 Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution 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 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities 1933 Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 (a) File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities 1933 Act and the 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 6.3 4.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. furnish (b) Furnish to the each Investor so long as the such Investor owns holds Preferred Shares, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities 1933 Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors Purchasers to sell securities of the Company to the public without registration ("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 8.1 File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. furnish 8.2 Furnish to the Investor each Purchaser so long as the Investor owns such Purchaser holds Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Purchasers to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns Debentures, Common Shares or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (b) furnish to the each Investor so long as the such Investor owns holds Preferred Stock or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 such Investor to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“Rule 144") ”), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (b) furnish to the each Investor so long as the such Investor owns holds Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 such Investor to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors Purchasers to sell securities of the Company to the public without registration ("Rule 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 8.1 File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. furnish 8.2 Furnish to the Investor each Purchaser so long as the Investor owns such Purchaser holds Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Purchasers to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 Securities Act and the 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 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 c. (c) furnish to the Investor 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (i) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (ii) furnish to the each Investor so long as the such Investor owns shares of Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Investor to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 of the Standby Committed Equity Distribution Facility 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 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 Securities Act and the Exchange Act, Act and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) 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 Exchange Act. With a view to making available to the Investor Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors Purchasers to sell securities of the Company to the public without registration ("“Rule 144") ”), the Company agrees to, so long as such Purchaser beneficially owns (without giving effect to any limitations on the conversion or exercise thereof) Registrable Securities: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file 8.1 File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange 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 6.3 4.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. furnish 8.2 Furnish to the Investor so long as the Investor owns Registrable Securities, each Purchaser promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Purchasers to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Investor to sell securities of the Company to the public without registration ("Rule 144") registration, and as a material inducement to the Investor’s purchase of the Promissory Notes, the Company agrees torepresents, warrants, and covenants to the following: a. make (a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and keep public information availablehas timely filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), as those terms are understood and defined in Rule 144;other than Form 8-K reports. b. (b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports and other documents required under section 13 or 15(d) of the Company under the Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution Purchase Agreement) and the filing of such reports shall conform to the requirement of the Exchange Act and other documents is required the SEC for the applicable provisions of Rule 144; andfiling thereunder. c. (c) The Company shall furnish to the Investor 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Holders the benefits of Rule 144 promulgated under the Securities Act or and any similar other rule or regulation of the SEC that may at any time permit the Investors a Holder to sell securities of the Company to the public without registration ("Rule 144") or pursuant to a registration on Form S-3, the Company agrees to, following the initial Public Offering following the date hereof: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144144 under the Securities Act; b. (b) remain registered under the Exchange Act and file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act Act; and (c) 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 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 c. furnish to the Investor so long as the Investor Holder 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 Securities Act and the Exchange Act144 or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time 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 to permit in availing any Holder of any rule or regulation of the Investor to sell SEC which permits the selling of any such securities without registration or pursuant to Rule 144 without registrationsuch form.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") the Company agrees to:: --------- a. make (a) 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 Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Exchange 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 (c) Furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (b) furnish to the each Investor so long as the such Investor owns holds Notes, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (b) furnish to the each Investor so long as the such Investor owns Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 reasonable requested to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (b) furnish to the each Investor so long as the such Investor owns Registrable Securitiesholds any Notes or Warrants, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 such Investor to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. 8.1 With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") ), the Company agrees to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144144 and published interpretations of the SEC thereon; b. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act for so long as the 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; c. (c) furnish to the each Investor so long as the 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 Securities Act and the Exchange Act, and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration; and (d) accept any Rule 144 legal opinion of counsel to the Investor, which counsel shall be reasonably acceptable to the Company regarding a transfer of Registrable Securities under Rule 144, or, at the Investors request, cause counsel to the Company to provide any such Rule 144 legal opinion at the Companys expense to the extent that such Rule 144 legal opinion can reasonably be provided by counsel to the Company.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4I of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns shares of Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) to the extent not available on the SEC's EDGAR system, a copy of the most recent annual or quarterly report of the xxx 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 under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Shareholders the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors Shareholders to sell securities of the Company to the public without registration ("Rule RULE 144") ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 of the Standby Equity Distribution Agreement) and the filing and availability of such reports and other documents as is required for the applicable provisions of Rule 144; and c. (b) furnish to the Investor each Shareholder so long as the Investor such Shareholder 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 Securities Act and the Exchange 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 Shareholders to sell such securities pursuant to Rule 144 without registration. Upon request, the Company shall deliver a written statement to holders of Registrable Securities who so request as to whether it has complied with the terms of this provision and if not specifics of the same.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution 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. (c) furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule RULE 144") during the Registration Period, 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 Securities Act and the 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 6.3 6.5 of the Standby Equity Distribution Securities Purchase Agreement) and the filing of such reports and other documents is as required for the applicable provisions of Rule 144; and c. furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns Preferred Shares, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (b) furnish to the each Investor so long as the Investor owns such Investor's Notes, Warrants or Registrable SecuritiesSecurities are held by such Investor, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 such Investor to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Lenders the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors Lenders to sell securities of the Company to the public without registration ("“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 Securities Act and the 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 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 c. (c) furnish to the Investor each Lender so long as the Investor such Lender 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 Securities Act and the Exchange 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; provided, that any such item which is available on the SEC’s EXXXX System (or successor thereto) need not be furnished in physical form and (iii) such other information as may be reasonably requested to permit the Investor Lenders to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Holder the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Holders to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 4(c) of the Standby Equity Distribution Note and Warrant 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. (c) furnish to the Investor Holder so long as the Investor 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 Securities Act and the Exchange 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 Holder to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) to the extent not available on the SEC's XXXXX system, 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 under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Holders the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of 144, the Company to agrees that so long as the public without registration Registrable Securities remain outstanding: ("Rule 144"a) the Company agrees to: a. make shall use its reasonable efforts to timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and keep public information available, the Company shall not terminate its status as those terms are understood an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and defined in Rule 144regulations thereunder would permit such termination; b. (b) the Company shall use its reasonable efforts to file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as to the Company remains subject to such requirements (it being understood extent that nothing herein shall limit the Company's obligations under Section 6.3 of the Standby Equity Distribution Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Holders to sell Registrable Securities under Rule 144; and c. (c) the Company shall furnish to the Investor so long as the Investor owns Registrable Securitieseach Holder, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 publicly available information as may be reasonably requested to permit the Investor Holders to sell such securities pursuant to Rule 144 without registration144.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Investors own Registrable Securities and so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's Company?s obligations under Section 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 of the Standby Drawdown Equity Distribution Financing 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 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 Securities Act and the Exchange 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.. DigitalTown, Inc. DGTW.OB RRA

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 Securities Act and the 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 6.3 of the Standby Equity Distribution CEF 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 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 Securities Act and the Exchange 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 registrationregistration and without any limitations or restrictions.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing notl1ing herein shall limit the Company's obligations under Section 6.3 of the Standby Equity Distribution 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 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule RULE 144") ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (i) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement or the Exchange Agreement, as applicable) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (ii) furnish to the each Investor so long as the such Investor owns shares of Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule RULE 144") ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (b) furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors Purchasers to sell securities of the Company to the public without registration ("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 8.1 File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4.3 of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. furnish 8.2 Furnish to the Investor each Purchaser so long as the Investor owns such Purchaser holds Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act 144 and the Exchange 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 Purchasers to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 Securities Act and the 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 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 c. furnish to the Investor 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 Securities Act and the Exchange Act, and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 4(c) of the Standby Equity Distribution 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. (c) furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor Investors to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Buyers the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Buyers to sell securities of the Company to the public without registration ("Rule 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 Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution 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. (c) furnish to the Investor each Buyer so long as the Investor such Buyer 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“Rule 144") ”), for so long as the Investor owns any Registrable Securities, 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 Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution CEF 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 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 Securities Act and the Exchange 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 registrationregistration and without any limitations or restrictions.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. furnish b. Furnish to the each Investor so long as the such Investor owns shares of Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 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 and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Investors own Registrable Securities and so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under Section 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the such Investor owns Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 5(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents as is required for the applicable provisions of Rule 144; and c. b. furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144") ), the Company agrees agrees, during the Registration Period, to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 5.3 of the Standby Equity Distribution AgreementSecurities Purchase Agreement or similar obligations of the Company to Investors who become party to this Agreement pursuant to Section 11.2) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (b) furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors investors to sell securities of the Company to the public without registration ("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 Securities Act and the 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 6.3 of the Standby Equity Distribution Stock 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 so long as the 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 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 and c. furnish to the Investor 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 Securities Act and the Exchange 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.

Reports Under the Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 of the Standby Equity Distribution 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 so long as the 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 Securities Act and the Exchange Act, Act and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investor Investors to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor and the other Holders the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation certain rules and regulations of the SEC that which may at any time permit the Investors to sell securities sale of the Company Registrable Securities to the public without registration ("Rule 144") registration, the Company agrees agrees, so long as there are outstanding Registrable Securities, 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 as the SEC may prescribe under Section 13(a) or 15(d) of the Company under the Securities Act and the Exchange Act so long as at any time while the Company remains is subject to such reporting requirements (it being understood that nothing herein shall limit the Company's obligations under Section 6.3 of the Standby Equity Distribution Agreement) Exchange Act and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and c. (c) furnish or make available, including by filing on EXXXX, to the Investor each Holder so long as the Investor 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 Securities Act and the Exchange 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 registrationrestriction.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 Securities Act and the 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 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 c. furnish to the Investor 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Investor to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 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 c. furnish to the Investor 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 Securities Act and the Exchange Act, Act and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) 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 Exchange Act. With a view to making available to the Investor Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule RULE 144") ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the 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 6.3 4(c) of the Standby Equity Distribution Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and c. (b) furnish to the each Investor so long as the such Investor owns holds Series D Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange 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 such Investor to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 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 c. furnish to the Investor 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 Securities Act and the Exchange 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 of the Standby Drawdown Equity Distribution Financing 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 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 Securities Act and the Exchange 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.. Exergetic Energy, Inc. XNGR.OB RRA 10 2/10/2012

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“ Rule 144"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 Securities Act and the Exchange 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 6.3 of the Standby Drawdown Equity Distribution Financing 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 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 Securities Act and the Exchange 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 Exchange Act. With So long as the Investor is subject to the restrictions contained in Rule 144 and with a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("“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 Securities Act and the Exchange 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 6.3 of the Standby Reserve Equity Distribution Financing 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 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 Securities Act and the Exchange 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.

Reports Under the Exchange Act. With a view to making available to the Investor Buyer the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Buyer to sell securities of the Company to the public without registration ("“Rule 144"”) the Company agrees to: a. make (a) 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 Securities Act and the Exchange 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 6.3 Paragraph 4(c) of the Standby Equity Distribution 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 (c) Furnish to the each Investor so long as the 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 Securities Act and the Exchange 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 Buyer to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Investor to sell securities of the Company to the public without registration ("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 Securities Act and the 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 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 c. furnish to the Investor 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 Securities Act and the Exchange Act, Act and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) 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 Exchange Act. With a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration ("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 Securities Act and the 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 6.3 of the Standby Equity Distribution Securities Purchase 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 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 Securities Act and the Exchange 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.