Common use of Reports Under the Exchange Act Clause in Contracts

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC 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; and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making make available to the Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell securities of the Company Securities to the public without registration or pursuant to a registration on Form S-3, the Company agrees will covenant and agree to: : (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144; , at all times after the Closing; (bii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (ciii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Registrable Securities, Securities forthwith upon request request, (iA) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (iiB) 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 (iiiC) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such securities Securities without registration or pursuant to such formForm S-3.

Reports Under the Exchange Act. With a view to making make available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell securities of the Company Securities to the public without registration or pursuant to a registration on Form S-3, the Company agrees will covenant and agree to: : (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144; , at all times after the Closing; (bii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (ciii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Registrable Securities, Securities forthwith upon request request, (iA) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (iiB) 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 (iiiC) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such securities Securities without registration or pursuant to such formForm S-3.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the Initial Public Offering; (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; and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144144 (at any time after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making make available to the Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell securities of the Company Securities to the public without registration or pursuant to a registration on Form S-3, the Company agrees will covenant and agree to use reasonable efforts to: : (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144; , at all times after the Closing; (bii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (ciii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Registrable Securities, Securities forthwith upon request request, (iA) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (iiB) 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 (iiiC) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such securities Securities without registration or pursuant to such formForm S-3.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration solely for the resale of securities pursuant to a registration statement on Form S-3, the Company agrees to use its reasonable best efforts to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 under the Securities Act, at all times; (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; and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144144 under the Securities Act, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested to avail in availing any Holder of any rule or regulation of the SEC that which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Holder to sell securities of the Company Registrable Securities to the public without registration or pursuant to a registration on Form S-3registration, the Company agrees to, subject to Section 5(c) of the Purchase and Loan Agreement: (ai) make and keep current public information available, as those terms are understood and defined in SEC Rule 144144 under the Securities Act, at all times after the date hereof; (bii) 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; and (ciii) furnish to any Holderthe Holders, so long as the Holder owns any Registrable Securities, forthwith upon request by the Majority Holders, (i) a written statement by the Company that it has complied as to its compliance with the reporting requirements of Rule 144, 144 under the Securities Act and of the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information in the possession of or reasonably obtainable by the Company as a Holder may be reasonably requested to avail any Holder request in availing itself of any rule or regulation of the SEC that Commission which permits the selling of any such securities Holder to sell Registrable Securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making make available to the Purchaser or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit the Purchaser or a Holder to sell securities of the Company Securities to the public without registration or pursuant to a registration on Form S-3, the Company agrees will take any and all action necessary to: : (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144; , at all times after the Closing; (bii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (ciii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Registrable Securities, Securities forthwith upon request request, (iA) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (iiB) 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 (iiiC) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such securities Securities without registration or pursuant to such formForm S-3.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3registration, the Company agrees that after the Company is subject to the reporting requirements of the Exchange Act it will use its best efforts to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144; (bii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 Act (at any time after it so qualifieshas become subject to such reporting requirements), (iib) 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 (iiic) such other information as may be reasonably requested to avail in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to ------------------------------ the Holders Investors and their Permitted Transferees the benefits of Rule 144 and any other rule or regulation of the SEC Securities and Exchange Commission that may at any time permit a Holder an Investor to sell securities of the Company Matria to the public without registration or pursuant to a registration on Form S-3, the Company Matria agrees to: (a) use its reasonable efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144; (b) use its reasonable efforts to file with the SEC Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, Investor and its Permitted Transferees forthwith upon request (i) a written statement by the Company that it has complied Matria as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that as to whether it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company Matria and such other reports and documents so filed by the CompanyMatria, and (iii) such other information (and Matria shall take such action) as may be reasonably requested to avail any Holder in availing the Investor or its Permitted Transferees of any rule or regulation of the SEC that Securities and Exchange Commission which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making make available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell securities of the Company Securities to the public without registration or pursuant to a registration on Form S-3, the Company agrees will covenant and agree to: : (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144; , at all times after the Closing; (bii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (ciii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Registrable Securities, Securities forthwith upon request request, (iA) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (iiB) 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 (iiiC) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such securities Securities without registration or pursuant to such formForm S- 3.

Reports Under the Exchange Act. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 promulgated under the Securities Act and any other rule or of regulation of the SEC Commission that may at any time permit such a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3registration, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Commission Rule 144, at all times; (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; and (c) furnish to any HolderHolder of Registrable Securities, so long as the such Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Commission Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to avail in availing any such Holder of any rule or regulation of the SEC that Commission which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 or other comparable provision of the Act ("Rule 144") promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after the date hereof; (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; and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon written request (i) a written statement by the Company that it has complied in all material respects with the reporting requirements of Rule 144, the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the SEC, and (iii) such other information as may be reasonably requested to avail in availing any Holder of any rule or regulation of the SEC that which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 certain rules and any other rule or regulation regulations of the SEC Securities and Exchange Commission that may at any time permit a Holder to sell securities the sale of the Company Registrable Securities to the public without registration or pursuant to a registration on Form S-3, the Company agrees at all times after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or the Exchange Act to use its reasonable best efforts to: (a) make and keep public information available, regarding the Company available as those terms are understood and defined in SEC Rule 144144 under the Securities Act and the Exchange Act; (b) file with the SEC Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct at any time after it has become subject to such reporting requirements; and (c) furnish to any Holder, so long as the Holder a holder owns any Registrable Securities, furnish to the holder forthwith upon written request (i) a written statement by the Company that it has complied as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), ) (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as a holder may be reasonably requested to avail any Holder request in availing itself of any rule or regulation of the SEC that permits the selling of Securities and Exchange Commission allowing a holder to sell any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders Shareholder the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder Shareholder to sell securities of the Company to the public without registration Registration or pursuant to a registration on Form S-3Registration Statement, the Company agrees to use its commercially reasonable efforts to: (a) make and keep current public information available, as those terms are understood and defined in SEC Rule 144, at all times; (b) take all commercially reasonable action necessary to enable Shareholder to utilize Form S-3 for the resale of its Registrable Securities; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (cd) furnish to any HolderShareholder, so long as the Holder Shareholder owns any Registrable Securities, forthwith as soon as reasonably practicable 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, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), ; (ii) a copy of the most recent annual or quarterly report of the Company and such any other reports and documents so filed by the Company, ; and (iii) such any other information as may be reasonably requested to avail any Holder in availing Shareholder of any rule or regulation of the SEC that which permits the selling of any such securities without registration Registration or pursuant to such formForm S-3.

Reports Under the Exchange Act. With a view to making available ------------------------------ to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 under the Securities Act; (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; and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, 144 or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to avail in availing any Holder of any rule or regulation of the SEC that which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders holders of Registrable Securities the benefits of Rule 144 promulgated under the Exchange Act and any other rule or regulation of the SEC that may at any time permit a Holder holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) use its best efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144; (b) use its best efforts to file with the SEC in a timely manner all reports and other documents :required of the Company under the Securities Act and the Exchange Act; and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that as to whether it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information (and the Company shall take such action) as may be reasonably requested to avail in availing any Holder holder of Registrable Securities of any rule or regulation of the SEC that which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders HMRI the benefits of Rule 144 promulgated under the 1933 Act and any other rule or regulation of the SEC that may at any time permit a Holder permitted holder of Securities to sell securities of the Company to the public without registration or registration, and with a view to making it possible for any such holder to register the Securities pursuant to a registration on Form S-3, the Company agrees to:to (subject to Section 8 in the case of Section 6.2(b)): (a) make and keep available adequate current public information available, as those terms are understood and defined in SEC contemplated by Rule 144144 (c)(1) or (2); (b) take such action as is necessary to enable a holder to utilize Form S-3 for the sale of Securities; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities 1933 Act and the Exchange Act; and (cd) furnish to a holder owning any Holder, so long as the Holder owns any Registrable Securities, forthwith Securities 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, or that it qualifies as a registrant whose securities Securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to avail required in availing any Holder holder of Securities of any rule or regulation of the SEC that which permits the selling of any such securities Securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders Holder the benefits of Rule 144 and any other rule or regulation of the SEC Commission that may at any time permit a the Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3registration, the Company agrees agrees, until the date that is ten (10) years following the date of this Agreement, for so long as the Holder holds (i) all or any portion of the Shares issued pursuant to the Purchase Agreement and (ii) any other shares of Common Stock issued as, or issuable upon conversion or exercise of any warrant, right or other security which is issued as, a dividend or other distribution with respect to, in exchange for or in replacement of the Shares, to use its reasonable best efforts to: (aA) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times on and after the date hereof; (bB) 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 ActAct (or obtain extensions in respect thereof and file within the applicable grace period); and (cC) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (ix) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Act and (iiiy) such other information as may be reasonably requested to avail any the Holder of any rule or regulation of the SEC Commission that permits the selling of any such securities without registration or pursuant to such formregistration.

Reports Under the Exchange Act. With a view to making make available to the Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell securities of the Company Securities to the public without registration or pursuant to a registration on Form S-3, the Company agrees Purchaser will covenant and agree to: : (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144; , at all times after the Closing; (bii) file with the SEC in a timely manner all reports and other documents required of the Company Purchaser under the Securities Act and the Exchange Act; and and (ciii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Registrable Securities, Securities forthwith upon request request, (iA) a written statement by the Company Purchaser that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (iiB) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyPurchaser, and (iiiC) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such securities Securities without registration or pursuant to such formForm S-3.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Holder to sell securities of the Company Registrable Securities to the public without registration or pursuant to a registration on Form S-3registration, the Company agrees to: (ai) make and keep current public information available, as those terms are understood and defined in SEC Rule 144144 under the Securities Act, at all times after the date hereof; (bii) 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; and (ciii) furnish to any Holderthe Holders, so long as the Holder owns any Registrable Securities, forthwith upon request by the Majority Holders, (i) a written statement by the Company that it has complied as to its compliance with the reporting requirements of Rule 144, 144 under the Securities Act and of the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information in the possession of or reasonably obtainable by the Company as a Holder may be reasonably requested to avail any Holder request in availing itself of any rule or regulation of the SEC that Commission which permits the selling of any such securities Holder to sell Registrable Securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders holders of Registrable Securities the benefits of Rule 144 promulgated under the Exchange Act and any other rule or regulation of the SEC that may at any time permit a Holder holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) use its best efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144; (b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that as to whether it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information (and the Company shall take such action) as may be reasonably requested to avail in availing any Holder holder of Registrable Securities of any rule or regulation of the SEC that which permits the selling of any such securities without registration or pursuant to such form.