Common use of Reports Under the Exchange Act Clause in Contracts

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, ; (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, ; (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration registration; and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the use of Section 2A hereof and the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable effortsbest efforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement a registration statement on Form S-3, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Stock, Warrants or Registrable Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Registrable Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors Investor the benefits of Rule 144 and promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Purchased Shares Company to the public without registrationregistration ("Rule 144"), the Company agrees to use commercially reasonable efforts: to: (ia) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner and make and keep available all reports and other documents required to be filed by an issuer of securities registered the Company under the Securities Act or and the Exchange ActAct so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as is required for the applicable provisions of Rule 144; and (b) furnish to any Investor so long as such Investor owns Registrable Securities, promptly upon written request, (iiii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of 144, the Securities Act and the Exchange ActAct and that it qualifies as a registrant whose securities may be resold pursuant to Form S-3, and to furnish to such Investor (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (iii) such other information as may be reasonably requested in availing to permit the Investors to sell such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares securities pursuant to Rule 144 without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144registration.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares Registrable Securities to the public without registration, the Company agrees to use commercially reasonable effortsagrees: (i) to make and keep public information available, available as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange ActAct pursuant to Rule 144, (iii) as long as any Investor owns any Purchased SharesRegistrable Securities, to furnish in writing upon such Investor's ’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares Registrable Securities without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable effortsbest efforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, ; (iii) as long as any Investor owns any Purchased Shares, Warrants or Warrant Shares, to furnish in writing upon such Investor's ’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or and quarterly report reports of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares, Warrants or Warrant Shares without registration registration, and (iv) undertake any additional actions reasonably necessary to maintain the availability of the a Registration Statement Statement, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable effortscovenants and agrees: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased SharesSecurities, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Registrable Shares without registration and (iv) undertake any additional actions reasonably commercially reasonable and necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the use of Section 2 hereof and the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable effortsagrees: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement a registration statement on Form S-3, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Warrants or Registrable Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Registrable Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable effortsits best efforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, ; (iii) as long as any Investor owns any Purchased Shares or Warrant Shares, to furnish in writing upon such an Investor's ’s request in writing to the Company a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or and quarterly report reports of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in writing to the Company by the Investor in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares and Warrant Shares without registration registration, and (iv) undertake any additional actions reasonably necessary to maintain the availability of the a Registration Statement Statement, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the use of Section 4 hereof and the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement a registration statement on Form S-3, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable effortsbest efforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act; provided the parties hereto acknowledge that such filings may not be made in a timely manner prior to June 30, 2004, (iii) as long as any Investor owns any Purchased Shares or Warrant Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or and quarterly report reports of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the a Registration Statement Statement, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable effortsbest efforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, ; (iii) as long as any Investor owns any Purchased Conversion Shares, Warrant Shares or Dividend Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or and quarterly report reports of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Conversion Shares, Warrant Shares or Dividend Shares without registration registration, and (iv) undertake any additional actions reasonably necessary to maintain the availability of the a Registration Statement Statement, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors Holders to sell the Purchased Shares Registrable Securities to the public without registration, the Company agrees to use commercially reasonable effortsagrees: (i) to make and keep public information available, available as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange ActAct pursuant to Rule 144, (iii) as long as any Investor Holder owns any Purchased SharesRegistrable Securities, to furnish in writing upon such Investor's Holder’s written request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish upon written request to such Investor Holder a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor Holder of any rule or regulation of the SEC permitting the selling of any such Purchased Shares Registrable Securities without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the use of Section 2 hereof and the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable effortsefforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration registration, and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement a registration statement on Form S-3, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors Investor the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell the Purchased Warrant Shares to the public without registration, for a period of one year after the Closing Date (unless the Company or its stockholders have consummated a “Reorganization” (as defined in the Warrants) prior to such one year period) and thereafter only so long as the Company elects in its sole discretion to remain a reporting issuer with the SEC, the Company agrees to use its commercially reasonable efforts: (i) to make and keep public information available, available as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Warrant Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Warrant Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available ------------------------------ to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable efforts: (i) to make and keep public information available, available as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange ActAct pursuant to Rule 144, (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the a Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable effortsefforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, ; (iii) as long as any Investor owns any Purchased Registrable Shares, to furnish in writing upon such an Investor's ’s request in writing to the Company a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or and quarterly report reports of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in writing to the Company by the Investor in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Registrable Shares without registration registration, and (iv) undertake any additional actions reasonably necessary to maintain the availability of the a Registration Statement Statement, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors Buyer the benefits of Rule 144 promulgated under the 1933 Act and any other rule or regulation of the SEC that may at any time permit the Investors a permitted holder of Securities to sell securities of the Purchased Shares Company to the public without registration, and with a view to making it possible for any such holder to sell the Securities registered on Form S-3, the Company agrees to use commercially reasonable efforts: (isubject to Section 7 in the case of Section 6.1(b)): (a) to make and keep available adequate current public information available, as those terms are understood and defined in contemplated by Rule 144 (c)(1) or (2); (b) take such action as is necessary to enable a holder to utilize Form S-3 for the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, sale of Securities; (iic) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered the Company under the Securities 1933 Act or and the Exchange Act, ; and (iiid) as long as furnish to a holder owning any Investor owns any Purchased Shares, to furnish in writing Securities upon such Investor's request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of 144, the Securities 1933 Act and the Exchange Act, and or that it qualifies as a registrant whose Securities may be resold pursuant to furnish to such Investor Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, 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 such Investor required to permit any holder of Securities to avail itself of any rule or regulation of the SEC permitting which permits the selling of any such Purchased Shares Securities without registration and (iv) undertake any additional actions reasonably necessary or pursuant to maintain the availability of the Registration Statement or the use of Rule 144such form.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable best efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.. 58

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares and the Warrant Shares to the public without registration, the Company agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased SharesSecurities, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares Securities without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3X-0, X-0, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration registration, and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With So long as any Registrable Securities are outstanding, with a view to making available to the Investors Holders the benefits of (i) Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit the Investors a Holder to sell securities of the Purchased Shares Company to the public without registrationregistration and (ii) selling securities to the public pursuant to a registration on Form S-3, the Company agrees to use commercially reasonable efforts: to: (ia) to make and keep available current public information available, as those terms are understood and defined in the General Instructions to Form S-3, satisfying SEC Rule 144(c) (or any successor or substitute formprovision thereto); (b) take such action, and in Rule 144including maintaining the 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; (iic) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of under the Securities Act and the Exchange Act, and to ; and (d) furnish to such Investor any Holder, so long as the Holder owns any of the Registrable Securities, promptly upon request (i) a copy of the most recent annual periodic or quarterly special report or proxy or information statement of the Company, Company and such other reports and documents so filed by the Company with the SEC and (ii) such other information as may be reasonably requested in availing such Investor any Holder of any rule or regulation of the SEC permitting which permits the selling of any such Purchased Shares securities without registration and (iv) undertake any additional actions reasonably necessary or pursuant to maintain the availability of the Registration Statement or the use of Rule 144such form.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable effortsefforts until the Mandatory Registration Termination Date: (i) to make and keep public information available, available as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's ’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the of, subject to Section 3(b), a Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors Investor the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors Investor to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable effortsbest efforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, ; (iii) as long as any the Investor owns any Purchased Shares, Warrants or Warrant Shares to furnish in writing upon such the Investor's ’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such the Investor a copy of the most recent annual or and quarterly report reports of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such the Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares, Warrants or Warrant Shares without registration registration, and (iv) undertake any additional actions reasonably necessary to maintain the availability of the a Registration Statement Statement, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3SB-2, or any successor or substitute form, and in Rule 144, ; (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, ; (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration registration; and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in (a) the General Instructions to Form S-3, or any successor or substitute form, form and in (b) Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Stock, Warrants or Registrable Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Registrable Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable effortsits best efforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, ; (iii) as long as any Investor owns any Purchased Shares or Warrant Shares, to furnish in writing upon such an Investor's request in writing to the Company a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or and quarterly report reports of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in writing to the Company by the Investor in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares and Warrant Shares without registration registration, and (iv) undertake any additional actions reasonably necessary to maintain the availability of the a Registration Statement Statement, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, ; (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, ; (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's ’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration registration; and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors Holders to sell the Purchased Shares Registrable Securities to the public without registration, the Company agrees to use commercially reasonable effortsagrees: (i) to make and keep public information available, available as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange ActAct pursuant to Rule 144, (iii) as long as any Investor Holder owns any Purchased SharesRegistrable Securities, to furnish in writing upon such Investor's Holder’s request a written statement by the Company that confirming whether it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor Holder a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor Holder of any rule or regulation of the SEC permitting the selling of any such Purchased Shares Registrable Securities without registration and (iv) to undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares Registrable Securities to the public without registration, the Company agrees to use commercially reasonable effortsbest efforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, ; (iii) as long as any Investor owns any Purchased Shares, Warrants or Warrant Shares, to furnish in writing upon such Investor's ’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or and quarterly report reports of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares, Warrants or Warrant Shares without registration registration, and (iv) undertake any additional actions reasonably necessary to maintain the availability of the a Registration Statement Statement, including any successor or substitute forms, or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares to the public without registration, the Company agrees to use commercially its reasonable best efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's ’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors Purchasers the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors Purchasers to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable effortsbest efforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) undertake any additional actions reasonably necessary to maintain the availability of a Registration Statement, including any successor or substitute forms, or the use of Rule 144, and (iv) as long as any Investor Purchaser owns any Purchased Shares or Warrant Shares, to furnish in writing upon such Investor's Purchaser’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor Purchaser a copy of the most recent annual or and quarterly report reports of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor Purchaser of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144registration.

Reports Under the Exchange Act. With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell the Purchased Shares or the Underlying Shares to the public without registration, the Company agrees to use commercially reasonable best efforts: (i) to make and keep public information available, available as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) as long as any Investor owns any Purchased Registrable Shares, to furnish in writing upon such Investor's ’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Registrable Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.

Reports Under the Exchange Act. With a view to making available to the Investors Purchasers the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors Purchasers to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable effortsbest efforts to: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, (iii) undertake any additional actions reasonably necessary to maintain the availability of a Registration Statement, including any successor or substitute forms, or the use of Rule 144, and (iv) as long as any Investor owns any Purchased Shares or Warrant Shares, to furnish in writing upon such Investor's ’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or and quarterly report reports of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144.registration

Reports Under the Exchange Act. With a view to making available to the Investors Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors Holders to sell the Purchased Registrable Shares to the public without registration, the Company agrees to use commercially reasonable best efforts: (i) to make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144, ; (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act, ; and (iii) as long as any Investor owns any Purchased Shares, to furnish in writing upon such Investor's request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Investor of any rule or regulation of the SEC permitting the selling of any such Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of the Registration Statement or the use of Rule 144144 until the Mandatory Registration Termination Date. The Company will furnish to each Holder so long as such Holder owns Registrable Shares, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the public information requirements of Rule 144(c) and the Exchange Act, (ii) a copy of the most recent annual report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Holders to sell the Registrable Shares pursuant to Rule 144 without registration.