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 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 is required for the applicable provisions of Rule 144; and (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the 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 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 use its best 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 is as are required for by the applicable provisions of Rule 144; and (c) furnish to each the Investor so long as such the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 Investors 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”)") during the Registration Period, 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 is as required for the applicable provisions of Rule 144; and (c) c. furnish to each Investor Holder so long as such Investor Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 Investors Purchasers the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors each Purchaser to sell securities of the Company to the public public, so long as the Registration Statement is effective and such Purchaser holds Registrable Securities, without registration (“Rule 144”), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) i. file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and (c) ii. furnish to each Investor Purchaser so long as such Investor Purchaser owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 Purchasers to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investors Purchaser 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 Purchaser to sell securities of the Company to the public public, so long as the Registration Statement is effective and the Purchaser holds Registrable Securities, without registration (“Rule 144”), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) i. file with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and (c) ii. furnish to each Investor the Purchaser so long as such Investor the Purchaser owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 Purchaser to sell such securities pursuant to under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the 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 is required for the applicable provisions of Rule 144; and (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the 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; provided, that any such item which is available on the SEC’s XXXXX System (or successor thereto) need not be furnished in physical form.

Reports Under the Exchange Act. With a view to making available to the Investors 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”), while subject to the reporting requirements of the Exchange Act, 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 is required for the applicable provisions of Rule 144; and (c) furnish to each Investor Holder so long as such Investor Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Investors Holders to sell such securities pursuant to Rule 144 without registration; provided, that any such item which is available on the SEC’s XXXXX System (or successor thereto) need not be furnished in physical form.

Reports Under the Exchange Act. With a view to making available to the Investors 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”)) during the Registration Period, 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 is as required for the applicable provisions of Rule 144; and (c) c. furnish to each Investor Holder so long as such Investor Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 make available to the Investors Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act or and any other similar 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: : (ai) make and keep public information available, as those terms are understood and defined in Rule 144; , at all times after the Closing; (bii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act 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 is required for the applicable provisions of Rule 144; and (c) furnish to each Investor so long as such Investor Purchaser or Holder owns Registrable Securities, promptly any Securities forthwith upon request, (iA) a written statement by the Company, if true, 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 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 adequate current 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 is required for the applicable provisions of Rule 144; and (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the 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; provided, that any such item which is available on the SEC’s XXXXX System (or successor thereto) need not be furnished in physical form.

Reports Under the Exchange Act. With a view to making available to the Investors Investor(s) 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 Investor(s) to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to use 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 is required for the applicable provisions of Rule 144; and (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the 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 Investor(s) to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investors 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 to sell securities of the Company to the public without registration (“Rule 144”), ) the Company agrees agrees, for a period of one year from the date hereof, 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 is required for the applicable provisions of Rule 144; and (c) c. furnish to each the Investor so long as such the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 registration.

Reports Under the Exchange Act. With a view to making available to the Investors Purchasers 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 Purchasers to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to: , during the two years after the last Closing Date: (ai) make and keep public information available, as those terms are understood and defined in Rule 144; ; (bii) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and and (ciii) furnish to each Investor so long as such Investor Purchaser that then owns Registrable Securities, promptly upon request, request (ia) a written statement by the Company, if true, 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, Company and (iiic) 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 Investors Buyer 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;144 for so long as any Holder of Registrable Securities holds Registrable Securities; and (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 is required for the applicable provisions of Rule 144; and (c) furnish to each Investor the Buyer so long as such Investor Buyer owns Registrable Securities, promptly upon request, : (i) a written statement by the Company, if truetrue or applicable, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the CompanyCompany (it being understood that if such documents are available via the Commission’s website, such documents need not be provided), and (iii) such other information as may be reasonably requested to permit the Investors Buyer to sell such securities pursuant to Rule 144 without registration, it being understood and agreed that the foregoing shall not constitute an obligation of the Company to remain publicly reporting under the Exchange Act. (c) The Company specifically acknowledges and agrees that a breach of this Section 8 shall be deemed an Event of Default under the Notes.

Reports Under the Exchange Act. With a view to making available to the 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 is required for the applicable provisions of Rule 144; and (c) furnish to each Investor the Investor, so long as such the Investor or its affiliates owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 registration.

Reports Under the Exchange Act. With a view to making available to the Investors IFG 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 IFG 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 (it being understood that nothing herein shall limit the Company's obligations under Section 5.3 of the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to each Investor IFG so long as such Investor IFG owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 IFG to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investors Buyers 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 Buyers to sell securities of the Company to the public without registration (“Rule 144”), ) the Company agrees for a period of two (2) years from the Filing Date 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 is as are required for by the applicable provisions of Rule 144; and (c) furnish to each Investor the Buyer so long as such Investor Buyer owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 Buyers to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With In order to provide the Holders the use of Section 2, and so long as there are Registrable Securities outstanding, the Company will (i) file in a view timely manner (giving effect to making available to the Investors the benefits of Rule 144 promulgated under any delay permitted by the Securities Act or any other similar rule or regulation of and the SEC that may at any time permit Exchange Act) the Investors reports required to sell securities of the Company be filed by it pursuant to the public without registration Securities Act and the Exchange Act; (“Rule 144”), the Company agrees to: (aii) 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; 144 under the Securities Act, or (biii) file with will take such further action as any Holder of Registrable Securities may reasonably request, all to the SEC in a timely manner all reports and other documents extent required of the Company from time to time to enable such Holder to sell Registrable Securities on Form S-3 (or any successor or substitute form) or without registration under the Securities Act and within the Exchange Act so long as limitation of the Company remains subject to such requirements and exemptions provided by Rule 144 or Rule 144A under the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to each Investor so long Securities Act, as such Investor owns Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities, promptly upon request, (i) the Company will deliver to such holder a written statement by the Company, if true, that as to whether it has complied with such information and requirements and, to the reporting requirements of Rule 144extent available, the Securities Act and the Exchange Act, (ii) with a copy of the most recent annual or quarterly report of the Company Company, and such other reports and documents so filed by of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell securities without registration only if such report is not available at xxx.xxx.xxx or on 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’s website.

Reports Under the Exchange Act. With a view to making available to the 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 Issuer to the public without registration (“Rule RULE 144”), the Company Issuer 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 Issuer under the Securities Act and the Exchange Act so long as the Company Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the CompanyIssuer, 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 Issuer and such other reports and documents so filed by the CompanyIssuer, 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 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 securities, of the Company to the public without registration (“Rule "RULE 144”"), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file a. File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under the Warrants) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish b. Furnish to each Investor so long as such Investor owns Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 under Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investors Purchaser 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 Purchaser to sell securities of the Company to the public without registration (“"Rule 144”"), the Company agrees agrees, during the Registration Period and for one year thereafter, to: (a) make 8.1 Make and keep public information available, as those terms are understood and defined in Rule 144; (b) file 8.2 File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under Section 4.3 of the Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish 8.3 Furnish to each Investor Purchaser so long as such Investor owns Purchaser holds Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 Purchaser to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investors 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 to sell securities of the Company to the public without registration (“Rule 144”), the Company agrees to: (a) a. make and keep public information available, as those terms are understood and defined in Rule 144; (b) b. file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s obligations under Section 6.3 of the Standby Equity Distribution Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to each the Investor so long as such the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 registration.

Reports Under the Exchange Act. With a view to making available to the 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 Issuer to the public without registration (“Rule "RULE 144”"), the Company Issuer 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 Issuer under the Securities Act and the Exchange Act so long as the Company Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the CompanyIssuer, 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 Issuer and such other reports and documents so filed by the CompanyIssuer, 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 Investors the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may at any time permit the Investors investors to sell securities of the Company to the public without registration (“Rule 144”)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 (it being understood that nothing herein shall limit the Company's obligations under Section 5.3 of the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (c) c. furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, 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 Investors Seller 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 Seller to sell securities of the Company Buyer to the public without registration (“Rule "RULE 144”), ") the Company Buyer 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 Buyer under the Securities Act and the Exchange Act so long as the Company Buyer remains subject to such requirements and the filing of such reports and other documents is as are required for by the applicable provisions of Rule 144; and (c) furnish to each Investor Seller so long as such Investor Seller owns Registrable Securitiesshares of Buyer, promptly upon request, (i) a written statement by the Company, if true, Buyer 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 Buyer and such other reports and documents so filed by the CompanyBuyer, and (iii) such other information as may be reasonably requested to permit the Investors Seller to sell such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investors Sellers the benefits of Rule 144 promulgated under the Securities Act or and any other similar rule or regulation of the SEC that may at any time (assuming Sellers’ compliance with such rule or regulation) permit the Investors a Seller to sell securities of the Company Common Shares to the public without registration (“Rule 144”)registration, the Company agrees shall use its reasonable best efforts to: (a) make and keep available adequate current public information availableinformation, 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 Act, for so long as the Company remains subject to such requirements requirements, and the filing of such reports and other documents is required for the applicable provisions of sales under Rule 144; and (c) furnish to each Investor any Seller, so long as such Investor the Holder owns Registrable Securitiesany Common Shares, promptly forthwith upon request, : (i) to the extent accurate, a written statement by the Company, if true, Company that it has complied with the reporting requirements of Rule 144, the Securities Act Act, and the Exchange Act, ; and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit in availing any Seller of any rule or regulation of the Investors to sell SEC that permits the selling of any such securities pursuant to Rule 144 without registration.

Reports Under the Exchange Act. With a view to making available to the Investors 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 to sell securities of the Company to the public without registration (“"Rule 144”"), the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in Rule 144; (b) file File with the SEC in a timely manner and make and keep available all reports and other documents required of the Company under the Securities 1933 Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations under Section 4.3 of the Securities Purchase Agreement) and the filing and availability of such reports and other documents is required for the applicable provisions of Rule 144; and (cb) furnish Furnish to each Investor so long as such Investor owns holds Preferred Stock, Warrants or Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, Company that it has complied with the reporting requirements of Rule 144, the Securities 1933 Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, Company and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.