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

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

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 comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after following 90 days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cii) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (diii) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

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-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 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public Qualified IPO so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any HolderHolder upon request, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the CompanyQualified IPO), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders Investor the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3144, the Company agrees to: (a) so long as the Investor owns Registrable Securities, use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including so long as the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Investor owns Registrable Securities, such action use its reasonable best efforts to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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 (d) furnish to any Holder, Act so long as the Holder Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to the Investor so long as the Investor owns any Registrable Securities, forthwith promptly upon request request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), if applicable (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 in availing any Holder of any rule or regulation of to permit the SEC which permits the selling of any Investor to sell such securities without registration or pursuant to Rule 144 without registration; and (d) take such formadditional 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 Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cii) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (diii) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

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 comparable provision of the SEC any applicable securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under applicable securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cii) 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 Actall applicable securities Laws; and (diii) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (all applicable securities Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under applicable securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under applicable securities Laws of any jurisdiction where the Company’s Securities are listed).

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-3S-3 or Form F-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 90 ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock Ordinary Shares under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 or Form F-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the 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 comparable provision of the SEC any Applicable Securities Law that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dc) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as may be filed by the CompanyCompany with the Commission, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

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 Commission that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration 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 90 days after the effective date of the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, action as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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 (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith promptly upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement Registration Statement filed by the Company), the Securities Act Act, and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration 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 promulgated under the Securities Act and any other rule or regulation comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the U.S.), the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cii) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (diii) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

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-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 90 days after the effective date of the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange ActRegistrable Securities; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (dc) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

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

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

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

Reports Under the 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-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 or any similar or analogous rule promulgated under the Securities Act, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the 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-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, at all times after 90 days after the earlier of (i) the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as and (ii) the date the Company remains becomes subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the 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 SEC Rule 144 under the Securities Act (at any time after 90 ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any such Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

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

Reports Under the Exchange Act. With a view to making available to the Holders Investor the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3144, the Company agrees to: (a) so long as the Investor owns Registrable Securities, use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including so long as the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Investor owns Registrable Securities, such action use its commercially reasonable efforts to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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 (d) furnish to any Holder, Act so long as the Holder Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to the Investor so long as the Investor owns any Registrable Securities, forthwith promptly upon request request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), if applicable (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 in availing any Holder of any rule or regulation of to permit the SEC which permits the selling of any Investor to sell such securities without registration or pursuant to Rule 144 without registration; and (d) take such formadditional 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 Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after 144 under the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Securities Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary use commercially reasonable efforts (without unreasonable expense) to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 under the Securities Act (at any time after 90 days after the effective date of the first registration statement filed by the Company), ) and the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), ) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the 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 comparable provision of the SEC any applicable securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under applicable securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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 Actall applicable securities Laws; and (dc) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (all applicable securities Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under applicable securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under applicable securities Laws of any jurisdiction where the Company’s Securities are listed).

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 Commission that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration on Form S-3, the Company agrees agrees, for as long as a Holder holds Registrable Securities, to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, action as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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; (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith promptly upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement Registration Statement filed by the Company), the Securities Act Act, and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration Registration or pursuant to such form; and (e) at any time, at the request of any Holder of Registrable Securities, make available to such Holder and to any prospective transferee of such Registrable Securities the information concerning the Company described in Rule 144A(d)(4) under the Securities Act.

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 comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cii) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (diii) promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC (A) Rule 144 144, (at any time after 90 days after the effective date of the first registration statement filed by the Company), the B) all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or (C) at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed).

Reports Under the Exchange Act. With a view to making available to the Holders each Investor the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3144, the Company agrees to: (a) use reasonable best efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary use reasonable best efforts to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all reports and other documents required of the Company under the Securities Act and Section 13 or 15(d) of the Exchange Act; and (d) furnish to any Holder, Act so long as the Holder owns Company remains subject to such requirements (it being understood that nothing herein shall limit any Registrable Securitiesof the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to each Investor, forthwith promptly upon request request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the Commission if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit such Investor to sell such securities pursuant to Rule 144 without registration; and (d) take such additional action as is reasonably requested by an Investor to enable such 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 without unreasonable delay as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with such Investor and such Investor’s broker in availing their efforts to effect such sale of securities pursuant to Rule 144. (e) Each Investor represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act, including the restrictions on the use of Rule 144 for the resale of securities initially issued by shell companies or issuers that have been at any Holder time previously a shell company. Notwithstanding any agreement or obligation of the Company contained in this Section 8 or elsewhere in this Agreement, each Investor acknowledges that an exemption under Rule 144 for resale into the public market of any rule or regulation of the SEC which permits Registrable Securities by such Investor shall be unavailable for a period of at least twelve (12) months following the selling closing of any such securities without registration or pursuant to such formthe Company’s initial business combination.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act (“SEC Rule 144”) and any other rule or regulation of the SEC that may at any time permit a Holder 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 90 ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as (other than a registration statement relating either to the sale of securities to employees of the Company remains subject pursuant to the periodic reporting requirements under Sections 13 a stock option, stock purchase or 15(d) of the Exchange Actsimilar plan or an SEC Rule 145 transaction); (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction) is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request: (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), ; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, ; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the 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 Commission that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-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 90 days after the effective date of the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such all action, including the voluntary registration Registration of its Common Stock Ordinary Shares under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 F-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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; (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith promptly upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement Registration Statement filed by the Company), the Securities Act Act, and the Exchange Act (at any time after it has become subject to such those reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 F-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 in availing any Holder of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration Registration or pursuant to such that form; and (e) for a Registration in a jurisdiction other than the United States, take actions similar to those set forth in paragraphs (a), (b), (c) and (d) of this Section 16 with a view to making available to Holders the benefits of the corresponding provision or provisions of that jurisdiction’s securities laws.

Reports Under the Exchange Act. With a view to making available to the Holders Holder the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder of Registrable Securities to sell such 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 Registrable Securities pursuant to a registration on Form S-3, the Company agrees agrees, subject to this Article VII in the case of Section 7.06(b), to: (a) make and keep available adequate current public information available, as those terms are understood and defined in SEC contemplated by Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 144 (c)(1) or 15(d) of the Exchange Act(2); (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, action as is necessary to enable the Holders a Holder to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the a Holder owns owning any Registrable Securities, forthwith Securities upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities Registrable 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 required in availing any Holder of Registrable Securities of any rule or regulation of the SEC which permits the selling of any such securities Registrable 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 promulgated under the Securities Act and any other rule or regulation comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cii) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (diii) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed).

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

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-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 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the 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 comparable provision of the SEC any Applicable Securities Law that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States of America), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains is subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dc) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (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, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

Reports Under the Exchange Act. With a view to making available to the Holders holders of the Purchased Securities 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 such 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 use all commercially reasonable efforts to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Acttimes; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, action as is necessary to enable the Holders holders of the Purchased Securities to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken the Purchased Securities (as soon defined in the Registration Rights Agreement) as practicable after the end of the fiscal year in which the first registration statement filed contemplated by the Company for the offering of its securities to the general public is declared effectiveRegistration Rights Agreement; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish promptly to any Holder, so long as the Holder owns any Registrable holder of Purchased Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold in a secondary offering 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 reports of the Company and such other reports and documents so filed by the Company, (iii) all press releases and other statements made available by the Company to the public concerning material developments related to the Company or any of its Subsidiaries, and (iiiiv) such other information as may be reasonably requested in availing any Holder such holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to under such form.

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 Commission that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) Use diligent efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144144 under the Securities Act, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Acttimes; (b) take Take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, action as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) Use diligent 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; and (d) furnish Furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i1) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 under the Securities Act (at any time after 90 ninety (90) days after the effective date of the first initial registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), ) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii2) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii3) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration or pursuant to such form.

Reports Under 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 comparable provision of the SEC any applicable securities laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under applicable securities laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cii) 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 Actall applicable securities laws; and (diii) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (all applicable securities laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under applicable securities laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under applicable securities laws of any jurisdiction where the Company’s Securities are listed).

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act Act, as such rule may from time to time be amended, and any other rule or regulation of now or hereafter adopted by 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-3statement, the Company agrees at its sole cost 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 after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, action as is necessary to enable the Holders to utilize Form S-3 a registration statement for the sale resale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 under the Securities Act (at any time after 90 days after the effective date of the first registration statement filed by the Company), ) and the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), ) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC 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 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep available adequate public information availableinformation, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities Common Stock to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities Common Stock to the general public is declared effective; (c) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Exchange Act and (at any time after the Exchange ActCompany has become subject to such reporting requirements); and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request: (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC made adequate current public information as understood under Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the CompanyCompany as described in clause (a) above), complied with the Securities Act and reporting requirements of the Exchange Act (at any time after it the Company 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 the Company so qualifies), ; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents documents, in each case, so filed by the Company, and Company under the Exchange Act; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees toshall: (a) 2.9.1 use reasonable best efforts to make and keep available adequate current public information availableinformation, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange ActIPO; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary 2.9.2 use reasonable best efforts to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after the Company has become subject to such reporting requirements); and (d) 2.9.3 furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (ia) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 ninety (90) days after the effective date of the first registration statement filed by the CompanyCompany for the IPO), the Securities Act Act, and the Exchange Act (at any time after it the Company 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 the Company 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 (iiib) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

Reports Under the Exchange Act. With a view to making available to the Holders Investor the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3144, the Company agrees to: (a) so long as the Investor owns Registrable Securities, use its reasonable best efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including so long as the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Investor owns Registrable Securities, such action use its reasonable best efforts to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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 (d) furnish to any Holder, Act so long as the Holder Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to the Investor so long as the Investor owns any Registrable Securities, forthwith promptly upon request request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), if applicable (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 EXXXX, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of to permit the SEC which permits the selling of any Investor to sell such securities without registration or pursuant to Rule 144 without registration; and (d) take such formadditional 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 Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep adequate current public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

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

Reports Under the 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 comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dc) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

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

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-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, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, action as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 under the Securities Act (at any time after 90 days after the effective date of the first registration statement filed by the Company), ) and the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), ) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

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

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

Reports Under the Exchange Act. With a view to making available to the Holders Holder the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 under the Securities Act, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of use its Common Stock under Section 12 of the Exchange Act, as is necessary best efforts (without unreasonable expense) to enable the Holders Holder to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any the Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 under the Securities Act (at any time after 90 days after the effective date of the first registration statement filed by the Company), ) and the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), ) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any the Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With Where necessary and 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 comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cii) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (diii) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

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-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 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company Parent to the public without registration or pursuant to a registration on Form S-3registration, the Company agrees Parent shall use commercially reasonable efforts to: (a) make and keep available adequate current public information availableinformation, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company Parent under the Securities Act and the Exchange Act; and; (dc) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has 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 Parent and such other reports and documents so filed by the Company, Parent and (iiiii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to Form S-3; provided, however, that the availability of such formdocumentation on XXXXX shall satisfy such delivery requirement hereunder; and (d) take any and all action reasonably requested by such Holder in order to permit or facilitate such sale or transfer pursuant to SEC Rule 144, including, without limitation, at the sole expense of Parent, by (i) issuing such directions to any transfer agent, registrar or depositary, as applicable, (ii) delivering such opinions to the transfer agent, registrar or depositary as are customary for the transaction of this type and are reasonably requested by the same, and (iii) taking or causing to be taken such other actions as are reasonably necessary (in each case on a timely basis) in order to cause any legends, notations or similar designations restricting transferability of the Registrable Securities held by such Holder to be removed and to rescind any transfer restrictions with respect to such Registrable Securities; provided, however, that such Holder shall deliver to Parent, in form and substance reasonably satisfactory to Parent, representation letters regarding such Holder’s compliance with SEC Rule 144 as may be applicable.

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 comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after following 90 days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dc) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Equity Securities are listed).

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

Reports Under the 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-3S-3 or Form F-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 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock Ordinary Shares under Section section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 or Form F-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request: (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or Form F-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 ; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the 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 comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after following 90 days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (bii) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary use reasonable best efforts to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (diii) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed.

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 Commission that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration on Form S-3, the Company agrees to: (a) : use commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary public; use commercially reasonable efforts to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as reasonably practicable after the end of the fiscal year in which the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public is declared effective; (c) ; use 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; and (d) and furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith promptly upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement Registration Statement filed by the Company), the Securities Act Act, and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration 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 promulgated under the Securities Act and any other rule or regulation comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the U.S.), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dc) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under the Applicable Securities Laws of any jurisdiction where the Company’s securities are listed).

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-3S‑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 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections Section 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 S‑3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 S‑3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

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 to: (a) make and keep available adequate current public information availableinformation, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public IPO so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) to take such action, including the voluntary maintenance of registration of its Common Stock Ordinary Shares under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such requirements); and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first IPO registration statement filed by the Companystatement), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form. For purposes of this Section 11, any document publicly available on the SEC’s XXXXX system shall be considered to have been furnished to a Holder.

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-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 90 days after the effective date of the first registration statement filed by the Company for the any public offering of its the Company's securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any HolderHolder upon request, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders (which, for the purposes of this Section 6.1 of this Exhibit, includes the FF Beneficial Investor for so long as the FF Investor is a Holder) the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation comparable provision of the SEC any applicable securities laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under applicable securities laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cii) file with the SEC Commission in a timely manner all reports and other documents required of the Company under all applicable securities laws; and (iii) for three (3) years after the Company becomes subject to the reporting requirements of the Securities Act and the Exchange Act; and (d) furnish to any Holder, and for so long as the Holder owns holding at least 5,000,000 Registrable Securities (as appropriately adjusted for any Registrable Securitiesshare split, forthwith dividend, combination, or other recapitalization or similar events), furnish to any such Holder upon request (i) of a written statement by the Company that it has complied as to its compliance with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)applicable securities laws, the Securities Act and the Exchange Act (or at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under applicable securities laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under applicable securities laws of any jurisdiction where the Company’s Securities are listed).

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 comparable provision of the SEC any Applicable Securities Law that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC such Rule 144144 (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actan IPO; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary use commercially reasonable efforts to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dc) at any time following ninety (90) days after the effective date of the IPO, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 F-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as may be filed by the Company, Company with the Commission and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission that permits the selling of any such securities without registration 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 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, to: (a) make and keep available adequate current public information availablewith respect to the Company, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after 144 under the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Securities Act; (b) take such action, including use its best efforts (without unreasonable expense) to comply with the voluntary registration SEC’s eligibility requirements for use of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effectiveS-3; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting adequate current public information requirements of SEC Rule 144 under the Securities Act (at any time after 90 days after the effective date of the first registration statement filed by the Company), ) and the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), ) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the SEC, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

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

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

Reports Under the 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-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 90 ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public IPO so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock common stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any HolderHolder upon request, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 ninety (90) days after the effective date of the first registration statement filed by the CompanyIPO), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), ; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, ; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the 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 comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to:: Shareholders Agreement (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cii) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (diii) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed), and (d) a special legal opinion issued by a qualified counsel, at the cost of the Group Companies, confirming that the respective Holder meets the requirements of Rule 144 of the Securities Act (or any rules comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

Reports Under the Exchange Act. With a view to making available to the Holders Investor the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Holder the Investor to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3, the Company agrees to use its commercially reasonable efforts to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Acttimes; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is all commercially reasonable action necessary to enable the Holders Investor to utilize Form S-3 F-3 for the sale of their its Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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; (d) furnish to any Holderthe Investor, so long as the Holder Investor 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 SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 F-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 in availing any Holder the Investor of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration Registration or pursuant to such formForm F-3; and (e) for a Registration in a jurisdiction other than the United States, take actions similar to those set forth in Sections 2.9(a), (b), (c) and (d) with a view to making, available to the Investor the benefits of the corresponding provision or provisions of that jurisdiction’s securities laws.

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 comparable provision of the SEC any Applicable Securities Law that may at any time permit a an Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 as applicable (or any successor form, or any comparable form for Registration in a jurisdiction other than the U.S.), the Company agrees to: (aA) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actan IPO; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cB) file with the SEC in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dC) at any time following ninety (90) days after the effective date of the IPO, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 as applicable (at or any time after it so qualifiessuccessor form, or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as may be filed by the CompanyCompany with the SEC, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which SEC, that permits the selling of any such securities without registration 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 promulgated under the Securities Act and any other rule or regulation comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dc) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed).

Reports Under the Exchange Act. With a view In order to making available to provide the Holders the benefits use of Rule 144 promulgated under Sections 2 and 3 hereof, and so long as there are Registrable Securities outstanding, the Company will (i) file in a timely manner (giving effect to any delay permitted by the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder Exchange Act and the rules and regulations promulgated thereunder) the reports required to sell securities of the Company be filed by it pursuant to the public without registration or pursuant to a registration on Form S-3, Securities Act and the Company agrees to: Exchange Act and the rules and regulations promulgated thereunder; (aii) make and keep public information available, as those terms are understood and defined in SEC the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144144 under the Securities Act, at or (iii) will take such further action as any holder of Registrable Securities may reasonably request, all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject extent required from time to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary time to enable the Holders such Holder to utilize sell Registrable Securities on Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first (or any successor or substitute form) or without registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and within the Exchange limitation of the exemptions provided by Rule 144 or Rule 144A under the Securities Act; and (d) furnish , as such Rule may be amended from time to time, or any Holder, so long as similar rule or regulation hereafter adopted by the Holder owns Commission. Upon the request of any holder of Registrable Securities, forthwith upon request (i) the Company will deliver to such holder a written statement by the Company that as to whether it has complied with such information and requirements and, to the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)extent available, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) with a copy of the most recent annual or quarterly report of the Company Company, and such other reports and documents so filed by of the Company, and (iii) such other information Company as a Holder may be reasonably requested request in availing any Holder itself of any rule or regulation of the SEC which permits the selling of any such Commission allowing a Holder to sell securities without registration only if such report is not available at wxx.xxx.xxx or pursuant to such formon the Company’s website.

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-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 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public an IPO so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any HolderHolder upon request, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Companyan IPO), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

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

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

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

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 comparable provision of the SEC any Applicable Securities Law that may at any time permit a an Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3/S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (a) make Make and keep public information available, as those terms are understood and defined in SEC Rule 144144 under the Securities Act (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file File with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dc) At any time following ninety (90) days after the effective date of the IPO, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3/S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as may be filed by the CompanyCompany with the Commission, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration 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 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Companyit has become subject to such reporting requirements), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders HSH the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Holder HSH to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3, the Company agrees to use its commercially reasonable efforts to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Acttimes; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is all commercially reasonable action necessary to enable the Holders HSH to utilize Form S-3 F-3 for the sale of their its Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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; (d) furnish to any HolderHSH, so long as the Holder HSH 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 SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 F-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 in availing any Holder HSH of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration Registration or pursuant to such formForm F-3; and (e) for a Registration in a jurisdiction other than the United States, take actions similar to those set forth in Paragraphs 9(a), (b), (c) and (d) of Exhibit A with a view to making, available to HSH the benefits of the corresponding provision or provisions of that jurisdiction’s securities laws.

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

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 comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dc) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

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

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-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 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. (a) With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3S-1 or S-2, the Company agrees agrees, subject to the limitations of Section 1.8(b) below, to: (ai) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (bii) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 S-1 or S-2 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (ciii) 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 (div) furnish to any HolderHolder upon request, 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 (at any time after 90 days after the effective date of the first registration statement filed by the Company)144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-1 or S-2, (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 availing any Holder of any rule or regulation of the SEC which that permits the selling of any such securities without registration or pursuant to such form. (b) Notwithstanding any of the foregoing in Section 1.8(a) above, the Company and the Investors acknowledge and agree that, as of the date of this Agreement, the Company does not have an independent registered public accounting firm retained and is therefore currently unable to comply with the periodic reporting requirements of the Exchange Act. Within forty-five (45) days of the date that the Company retains a new independent registered public accounting firm, the Company agrees to file any interim reports that are late as a result of the foregoing. The agreements of the Company in Section 1.8(a) are explicitly limited by this Section 1.8(b).

Reports Under the Exchange Act. With a view to making available to the Holders Purchaser 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 Purchaser to sell securities of the Company Camelot to the public without registration or pursuant to a registration on Form S-3S-1, the Company Camelot agrees to: (a) make and keep current public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company Camelot for the offering of its securities to the general public so long as the Company Camelot remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders Purchaser to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end its shares of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effectiveCommon Stock; (c) file with the SEC in a timely manner all reports and other documents required of the Company Camelot under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith Purchaser upon request (i) a written statement by the Company Camelot that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)S-3, (ii) a copy of the most recent annual or quarterly report of the Company Camelot and such other reports and documents so filed by the CompanyCamelot, and (iii) such other information as may be reasonably requested in availing any Holder Purchaser of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

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

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act (“SEC Rule 144”) and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep available adequate current public information availableinformation, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as (other than a registration statement relating either to the sale of securities to employees of the Company remains subject pursuant to the periodic reporting requirements under Sections 13 a stock option, stock purchase or 15(d) of the Exchange Actsimilar plan or an SEC Rule 145 transaction); (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction) is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request: (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), ; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, ; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the 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 comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dc) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed).

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 comparable provision of the SEC any Applicable Securities Law that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (ai) make and keep public information available, as those terms are understood and defined in SEC Commission Rule 144144 (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Acta Qualified Public Offering; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (cii) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (diii) at any time following 90 days after the effective date of the Qualified Public Offering, promptly furnish to any Holderthe Holders, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 F-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as may be filed by the CompanyCompany with the Commission, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such form.

Reports Under the Exchange Act. With So long as the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, with a view to making available to the Holders Purchasers 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 Purchaser to sell securities of the Company to the public without registration or pursuant to a shelf registration on Form S-3, if applicable, the Company agrees to use its reasonable efforts to: (a) make Make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Acttimes; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (c) Use its best efforts to include, upon notice of issuance, all Common Stock covered by such registration statement on NASDAQ National Market if the Common Stock is then quoted on NASDAQ National Market; or list all Common Stock covered by such registration statement on such securities exchange on which any of the Common Stock is then listed; or, if the Common Stock is not then quoted on NASDAQ National Market or listed on any national securities exchange, use its best efforts to have such Common Stock covered by such registration statement quoted on NASDAQ National Market or, at the option of the Company, listed on a national securities exchange; and (d) furnish Furnish to any HolderPurchaser, so long as the Holder Purchaser owns any Registrable Securities, (i) forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has 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 SEC reports and documents so filed by the Company, and (iiiii) such other information (but not any opinion of counsel) as may be reasonably requested in availing by any Holder Purchaser seeking to avail itself of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the Exchange Act. With a view to making available to the Holders Shareholders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder the Shareholders to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3F-3, the Company agrees to: (a) 9.1. make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Acttimes; (b) 9.2. take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, action as is necessary to enable the Holders Shareholders to utilize Form S-3 F-3 for the sale of their his Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 9.3. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and; (d) 9.4. furnish to any Holderthe Shareholders, so long as the Holder Shareholders owns any Registrable Securities, forthwith upon request being so requested (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 F-3 (at any time after it so qualifies), (iib) a copy of the most recent annual or or, to the extent applicable, 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 availing any Holder the Shareholders of any rule or regulation of the SEC which permits the selling of any such securities Registrable Securities without registration or pursuant to such form; 9.5. comply with all other necessary filings and other requirements so as to enable the Shareholders and any transferee thereof to sell Registrable Securities under Rule 144 under the Securities Act (or any similar rule then in effect); and 9.6. use its best efforts to maintain the listing of its Ordinary Shares on the Nasdaq SmallCap Market (“Nasdaq”), and should its Ordinary Shares be delisted from Nasdaq, to cause the reinstatement of the Ordinary Shares to listing on Nasdaq, including through the pursuit of the formal appeal process established by Nasdaq.

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 comparable provision of the SEC any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the US), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the all Applicable Securities Act and the Exchange ActLaws; and (dc) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (ia) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (iib) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as filed by the CompanyCompany with the Commission, and (iiic) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

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-3F-3, the Company agrees to: (a) 9.1. make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Acttimes; (b) 9.2. take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, action as is necessary to enable the Holders to utilize Form S-3 F-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 9.3. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and; (d) 9.4. furnish to any Holder, so long as the such Holder owns any Registrable Securities, forthwith upon request being so requested (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or or, to the extent applicable, quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities Registrable Securities without registration or pursuant to such form; and 9.5. comply with all other necessary filings and other requirements so as to enable the Holders and any transferee thereof to sell Registrable Securities under Rule 144 under the Securities Act (or any similar rule then in effect). 9.6. use its best efforts to maintain the listing of its Ordinary Shares on the Nasdaq National Market ("Nasdaq"), and should its Ordinary Shares be delisted from Nasdaq, to cause the reinstatement of the Ordinary Shares to listing on Nasdaq, including through the pursuit of the formal appeal process established by Nasdaq.

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 Securities Act (“Rule 144”) and any other rule or regulation of the SEC that may at any time permit a Holder holder of Registrable Securities to sell securities of the Company to the public without registration or pursuant to a registration Registration on Form S-3, the Company agrees to: (a) make and keep current public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange ActCompany; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and; (dc) furnish to any Holdereach holder of Registrable Securities, so long as the Holder it owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement Registration Statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder holders of Registrable Securities of any rule or regulation of the SEC which permits the selling of any such securities without registration Registration or pursuant to such form; and (d) take such further action as a holder of Registrable Securities may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of subsection (c) of Rule 144 to the extent required to enable holders of Registrable Securities to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of a holder of Registrable Securities, the Company will deliver to such holder of Registrable Securities a written statement as to whether it has complied with such information and requirements.

Reports Under the Exchange Act. With a view to making available to the Holders Holder the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder of Registrable Securities to sell such 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 Registrable Securities pursuant to a registration on Form S-3, the Company agrees agrees, subject to this Article VII in the case of Section 7.07(b), to: (a) make and keep available adequate current public information available, as those terms are understood and defined in SEC contemplated by Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 144 (c)(1) or 15(d) of the Exchange Act(2); (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, action as is necessary to enable the Holders a Holder to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the a Holder owns owning any Registrable Securities, forthwith Securities upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company)144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements)Act, or that it qualifies as a registrant whose securities Registrable 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 required in availing any Holder of Registrable Securities of any rule or regulation of the SEC which permits the selling of any such securities Registrable Securities without registration or pursuant to such form.

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

Reports Under the Exchange Act. With a view to making available to the Holders Investor the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3144, the Company agrees to:, so long as the Investor owns Registrable Securities (or shares of Common Stock that would constitute Registrable Securities but for clause (v) of Section 2(f)): (a) use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of use its Common Stock under Section 12 of the Exchange Act, as is necessary commercially reasonable efforts to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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 (d) furnish to any Holder, Act so long as the Holder owns Company remains subject to such requirements (it being understood that nothing herein shall limit any Registrable Securitiesof the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to the Investor, forthwith promptly upon request request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies)Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the Commission if such reports are not publicly available via EXXXX, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of to permit the SEC which permits the selling of any Investor to sell such securities without registration or pursuant to Rule 144 without registration; and (d) take such formadditional 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 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 Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-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 90 days after the effective date of the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such all reasonable action, including the voluntary registration Registration of its Common Stock Ordinary Shares under Section 12 7 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 F-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement Registration Statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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; (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith promptly upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement Registration Statement filed by the Company), the Securities Act Act, and the Exchange Act (at any time after it has become subject to such those reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 F-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 in availing any Holder of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration Registration or pursuant to such that form; and (e) for a Registration in a jurisdiction other than the United States, take actions similar to those set forth in paragraphs (a), (b), (c) and (d) of this Section 10 with a view to making, available to Holders the benefits of the corresponding provision or provisions of that jurisdiction’s securities laws.

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-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 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public Qualified IPO so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct at any time after it has become subject to such reporting requirements; and (d) furnish to any HolderHolder upon request, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the CompanyQualified IPO), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

Reports Under the 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 comparable provision of the SEC any Applicable Securities Law that may at any time permit a Holder to sell securities of the Company to the public without registration Registration or pursuant to a registration Registration on Form S-3F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times after 90 following ninety (90) days after the effective date of the first registration statement Registration under the Securities Act filed by the Company for the an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC Commission in a timely manner all reports and other documents required of the Company under all Applicable Securities Laws; (c) at any time following ninety (90) days after the effective date of the first Registration under the Securities Act and filed by the Exchange Act; and (d) Company for an offering of its securities to the general public by the Company, promptly furnish to any Holder, so long as the Holder owns any holding Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the all Applicable Securities Act and the Exchange Act (Laws at any time after it has become subject to such reporting requirements)requirements or, or at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at or any time after it so qualifiesform comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so as may be filed by the CompanyCompany with the Commission, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which Commission, that permits the selling of any such securities without registration Registration or pursuant to such formForm F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed); and (d) in the event the Company fails to comply with the conditions of this Section 6.1, the Investors’ registration rights hereunder shall be equitably adjusted.

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 Commission 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, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Actpublic; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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 (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 under the Securities Act (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC Commission which permits the selling of any such securities without registration or pursuant to such form.

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-3, the Company agrees to: (a) make The Company shall file as and keep public information availablewhen applicable, as those terms are understood and defined in SEC Rule 144on a timely basis, at all times after 90 days after the effective date of the first registration statement reports required to be filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements it under Sections 13 or 15(d) of the Exchange Act; (b) take such action, including . If the voluntary registration of its Common Stock under Section 12 of Company is not required to file reports pursuant to the Exchange Act, upon the request of any Holder of Registrable Securities, the Company shall make publicly available the information specified in subparagraph (c)(2) of Rule 144. The Company shall take such further action as is necessary may be reasonably required from time to time and as may be within the reasonable control of the Company, to enable the Holders to utilize Form S-3 for Transfer Registrable Securities without registration under the sale Securities Act within the limitation of their the exemptions provided by Rule 144 or any other exemption from registration. Upon the request of any Holder of Registrable Securities, the Company will deliver to such action Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof. (b) In connection with any sale, transfer or other disposition by a Holder of any Registrable Securities pursuant to Rule 144, the Company shall cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be taken sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such names as the Holder may reasonably request at least two (2) business days prior to any sale of Registrable Securities. (c) So long as the Shelf Registration Statement is effective covering the resale of Registrable Securities owned by a Holder, the Company will furnish to such Holder: (i) as soon as practicable after it is available, one copy of (1) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), (2) its Annual Report on Form 10-K and (3) its Quarterly Reports on Form 10-Q (the end foregoing, in each case, excluding exhibits); and (ii) upon the request of the fiscal year in which the first registration statement filed Holder, all exhibits excluded by the Company for the offering parenthetical to clause (i) of its securities to the general public is declared effective; (cthis Section 1.5(c) file as filed with the SEC in a timely manner and all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant that is made available to such formshareholders.