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 under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are required by the applicable provisions of Rule 144; and c. furnish to the Holder so long as the Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Holders to sell securities of the Company to the public without registration (“Rule 144”) the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are required by the applicable provisions of Rule 144; and c. furnish to the Holder so long as the Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors Holders to sell such securities pursuant to Rule 144 without registration.

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. furnish to the Holder each Investor so long as the Holder such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors each Investor to sell securities of the Company to the public without registration (“Rule 144”) ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) use its best efforts to file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (b) furnish to the Holder each Investor so long as the Holder such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors each Investor to sell such securities pursuant to under Rule 144 without registration.

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

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

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) registration, the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. furnish to the Holder so long as any of the Holder Investors owns Registrable Securities, promptly upon request, furnish to such Investor (i) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act as required for applicable provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested to permit the Investors such Investor to sell such securities Registrable Securities pursuant to Rule 144 without registration.

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 or any other similar rule or regulation of the SEC Commission that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) ), the Company agrees to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (c) furnish to the Holder Investors so long as the Holder any Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, ; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, ; and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors each Investor to sell securities of the Company to the public without registration (“Rule "RULE 144”) "), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) to use its best efforts to file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (b) furnish to the Holder each Investor so long as the Holder such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors each Investor to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors investors to sell securities of the Company to the public without registration (“"Rule 144”") the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are required by the applicable provisions of Rule 144; and c. furnish to the Holder so long as the Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders Consultant the benefits of Rule 144 promulgated under the Securities 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investors Consultant to sell securities of the Company Registrable Securities to the public without registration (“"Rule 144”) "), the Company agrees to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities 1933 Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (c) furnish to the Holder Consultant so long as the Holder Consultant owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities 1933 Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors Consultant to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders Purchasers the benefits of Rule 144 under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) , the Company agrees to use its best efforts to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (c) furnish to the Holder each Purchaser so long as the Holder such Purchaser owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the Securities Act 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the SEC if such reports are not publicly available via EXXXX, and (iii) such other information as may be reasonably requested to permit the Investors Purchasers to sell such securities pursuant to Rule 144 without registration.

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. b. furnish to the Holder each Investor so long as the Holder owns such Investor holds Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors such Investor to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC Commission that may at any time permit the Investors Holders to sell securities of the Company to the public without registration (“Rule 144”) the Company agrees to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are required by the applicable provisions of Rule 144; and c. (c) furnish to the each Holder so long as the Holder such Buyer owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors Holders to sell such securities pursuant to Rule 144 without registration.

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors each Investor to sell securities of the Company to the public without registration (“"Rule 144”) "), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) to use its best efforts to file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (b) furnish to the Holder each Investor so long as the Holder such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors each Investor to sell such securities pursuant to under Rule 144 without registration.

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

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“"Rule 144”) "), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (b) furnish to the Holder each Investor so long as the Holder owns such Investor holds Notes, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors such Investor to sell such securities pursuant to under Rule 144 without registration.

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

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“"Rule 144”") the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are required by the applicable provisions of Rule 144; and c. furnish to the Holder so long as the Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) , the Company agrees to use its best efforts to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Note Amendment Agreement) and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (c) furnish to the each Holder so long as the such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the Securities Act 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the SEC if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Investors Holders to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making make available to the Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act or and any similar other rule or regulation of the SEC that may at any time permit the Investors a Purchaser or Holder to sell securities of the Company Securities to the public without registration (“Rule 144”) or pursuant to a registration on Form S-3, the Company agrees will covenant and agree to use reasonable efforts to: a. : (i) make and keep public information available, as those terms are understood and defined in Rule 144; b. , for two years after the Closing; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act Act; and (iii) furnish to any Purchaser or Holder, so long as the Company remains subject to such requirements and the filing of such reports and other documents as are required by the applicable provisions of Rule 144; and c. furnish to the Holder so long as the Purchaser or Holder owns Registrable any Securities, promptly forthwith upon request, (iA) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (iiB) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iiiC) such other information as may be reasonably requested in order to permit avail any Purchaser or Holder of any rule or regulation of the Investors to sell SEC that permits the selling of any such securities Securities without registration or pursuant to Rule 144 without registrationsuch Form S-3.

Reports Under the Exchange Act. With a view to making available to the Holders Investor the benefits of Rule 144 under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) , the Company agrees to: a. 8.1.1 use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144; b. 8.1.2 use its commercially reasonable efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and; c. 8.1.3 furnish to the Holder each Holder, so long as the Holder owns they hold Registrable Securities, promptly upon written request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the Securities Act 144 and the Exchange Act, (ii) a copy of the most recent annual Annual Report on Form 20-F filed with the Commission under the Exchange Act or quarterly report on Form 6-K containing interim financial information of the Company Company, and such other reports and documents so filed by the CompanyCompany with the Commission if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Investors Holder to sell such securities pursuant to Rule 144 without registration.

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule "RULE 144”) "), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (b) furnish to the Holder each Investor so long as the Holder owns such Investor holds Notes, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors such Investor to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) , the Company agrees to use its commercially reasonable efforts to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Merger Agreement) and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (c) furnish to the Holder each Holder, so long as the such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the Securities Act 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the SEC if such reports are not publicly available via EXXXX, and (iii) such other information regarding the Company as may be reasonably requested to permit the Investors Holders to sell such securities pursuant to Rule 144 without registration.

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“"Rule 144”) "), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (b) furnish to the Holder each Investor so long as the Holder owns such Investor holds Notes or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors such Investor to sell such securities pursuant to under Rule 144 without registration.

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

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

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Holder to sell securities of the Company to the public without registration Effectiveness (“Rule 144”) the Company agrees to take commercially reasonable efforts to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are required by the applicable provisions of Rule 144; and c. furnish to the Holder so long as the Holder owns Registrable SecuritiesShares, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, ; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, ; and (iii) such other information as may be reasonably requested to permit the Investors Holder to sell such securities pursuant to Rule 144 without registrationEffectiveness.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act or any other similar rule or regulation of the SEC Commission that may at any time permit the Investors Holders to sell securities of the Company to the public without registration (“Rule 144”) registration, the Company agrees to: a. i. make and keep public information available, as those terms are understood and defined in Rule 144; b. ii. file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. iii. furnish to the each Holder so long as the such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule "RULE 144”) "), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. b. furnish to the Holder each Investor so long as the Holder such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (b) furnish to the Holder each Investor so long as the Holder owns such Investor holds Notes, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors such Investor to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) , the Company agrees to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (c) furnish to the each Holder so long as the such Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the Securities Act 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the SEC if such reports are not publicly available via EXXXX, and (iii) such other information as may be reasonably requested to permit the Investors Holders to sell such securities pursuant to Rule 144 without registration.

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

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (b) furnish to the Holder each Investor so long as the Holder owns such Investor holds Common Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors such Investor to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors Investor to sell securities of the Company to the public without registration (“Rule 144”) the Company agrees to: a. : (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. ; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are required by the applicable provisions of Rule 144; and c. and (c) furnish to the Holder Investor so long as the Holder such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration. 9.

Reports Under the Exchange Act. With a view to making available to the Holders Ultimate Markets the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors Ultimate Markets to sell securities of the Company Registrable Securities to the public without registration (“"Rule 144”) "), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. b. furnish to the Holder Ultimate Markets so long as the Holder it owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors Ultimate Markets to sell such securities without registration pursuant to Rule 144 without registrationor Rule 144A or any similar rule a regulation hereafter adopted.

Reports Under the Exchange Act. With a view to making available to the Holders Investors the benefits of Rule 144 under 144, the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) the Company Issuer agrees from and after July 1, 2011 to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) file with the SEC Commission in a timely manner all reports and other documents required of the Company Issuer under the Securities Act and the Exchange Act so long as the Company Issuer remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Issuer under the Purchase Agreement) and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (c) furnish to the Holder each Investor so long as the Holder such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Issuer, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the Securities Act 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company Issuer and such other reports and documents so filed by the CompanyIssuer with the Commission if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders JCP the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors JCP to sell securities of the Company to the public without registration (“Rule 144”) registration, the Company agrees to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (c) furnish to the Holder JCP, so long as the Holder owns JCP own Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange ActAct as required for applicable provisions of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors JCP to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors Holders to sell securities of the Company to the public without registration (“Rule 144”) ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. file 8.1. File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. furnish 8.2. Furnish to the each Holder so long as the such Holder owns holds Registrable SecuritiesSecurities or Options, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors Holders to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders Investors the benefits of Rule 144 under 144, the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) the Company Issuer agrees to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) file with the SEC Commission in a timely manner all reports and other documents required of the Company Issuer under the Securities Act and the Exchange Act so long as the Company Issuer remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Issuer under the Purchase Agreement) and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (c) furnish to the Holder each Investor so long as the Holder such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Issuer, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the Securities Act 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company Issuer and such other reports and documents so filed by the CompanyIssuer with the Commission if such reports are not publicly available via XXXXX, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

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

Reports Under the Exchange Act. With a view to making available to the Holders Investor the benefits of Rule 144 under the Securities Act or 144, so long as any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) Warrants are outstanding, the Company agrees to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144; b. (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Securities Purchase Agreement) and the filing of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (c) furnish to the Holder Investor so long as the Holder such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company Company, if true, that it has complied with the reporting reporting, submission and posting requirements of Rule 144, the Securities Act 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany with the SEC if such reports are not publicly available via EXXXX, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule "RULE 144”) "), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (b) furnish to the Holder each Investor so long as the Holder owns such Investor holds Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors such Investor to sell such securities pursuant to under Rule 144 without registrationregistration (to the extent such Rule is available to the Investors).

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 or any other similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”) ), the Company agrees to: a. make and keep public information available, as those terms are understood and defined in Rule 144; b. (a) file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents as are is required by for the applicable provisions of Rule 144; and c. (b) furnish to the Holder each Investor so long as the Holder owns such Investor holds Series B Notes, Series B Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, ; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, ; and (iii) such other information as may be reasonably requested to permit the Investors such Investor to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Holders Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to become fully reporting with the SEC by no later than ninety (90) days from the Effective Date and once the Company becomes fully reporting company with the SEC, the Company will file all required reports under Section 13 or 15(d) of the Exchange Act. In addition, the Company agrees to: a. (a) make and keep public information available, as those terms are understood and defined in Rule 144;; and b. file with (b) furnish to the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act Investor so long as the Company remains subject to such requirements and the filing of such reports and other documents as are required by the applicable provisions of Rule 144; and c. furnish to the Holder so long as the Holder Investor owns Registrable Securities, promptly upon request, : (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, ; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, ; and (iii) such other information as may be reasonably requested to permit the Investors Investor to sell such securities pursuant to Rule 144 without registrationregistration and without any limitations or restrictions.