Common use of Reports Under the Exchange Act Clause in Contracts

Reports Under the Exchange Act. With a view to make available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell Securities to the public without registration or pursuant to a registration on Form S-3, the Company will covenant and agree to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times 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; and (iii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Securities forthwith upon request, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company, and (C) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such Securities without registration or pursuant to such Form S-3.

Reports Under the Exchange Act. With a view to make available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell Securities to the public without registration or pursuant to a registration on Form S-3, the Company will covenant and agree to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times 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; and (iii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Securities forthwith upon request, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company, and (C) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such Securities without registration or pursuant to such Form S-3.

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

Reports Under the Exchange Act. With a view to make making available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Purchaser or Holder to sell the Registrable Securities to the public without registration or pursuant to a registration on Form S-3registration, the Company will covenant agrees to, subject to Section 5(c) of the Purchase and agree to: Loan Agreement: (i) make and keep current public information available, as those terms are understood and defined in Rule 144144 under the Securities Act, at all times after the Closing; date hereof; (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; and and (iii) furnish to any Purchaser or Holderthe Holders, so long as the Purchaser or Holder owns any Securities Registrable Securities, forthwith upon requestrequest by the Majority Holders, (Ai) a written statement by the Company that it has complied as to its compliance with the reporting requirements of Rule 144, 144 under the Securities Act and of the Exchange Act, (Bii) 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 (Ciii) such other information in the possession of or reasonably obtainable by the Company as a Holder may be reasonably requested request in order to avail any Purchaser or Holder availing itself of any rule or regulation of the SEC that Commission which permits the selling of any such Holder to sell Registrable Securities without registration or pursuant to such Form S-3form.

Reports Under the Exchange Act. With a view to make available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell Securities to the public without registration or pursuant to a registration on Form S-3, the Company will covenant and agree to use reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times 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; and (iii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Securities forthwith upon request, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company, and (C) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such Securities without registration or pursuant to such Form S-3.

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

Reports Under the Exchange Act. With a view to make making available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC Commission that may at any time permit a Purchaser or Holder to sell Securities securities of Ameritrade to the public without registration or pursuant to a registration on Form S-3Registration, the Company will covenant and agree for so long as any Investor shall hold Registrable Securities Ameritrade agrees to: : (ia) make Make and keep public information available, as those terms are understood and defined in Rule 144, at all times after 144 under the Closing; Securities Act; (iib) file File with the SEC Commission in a timely manner all reports and other documents required of the Company Ameritrade under the Securities Act and the Exchange Act; and and (iiic) furnish Furnish to any Purchaser or Holder, so long as the Purchaser or such Holder owns any Securities Registrable Securities, forthwith upon request, request (Ai) a written statement by the Company Ameritrade that it has complied with the reporting requirements of Rule 144, 144 under the Securities Act and the Exchange Act, (Bii) a copy of the most recent annual or quarterly report of the CompanyAmeritrade and such other reports and documents so filed by Ameritrade, and (Ciii) such other information as may be reasonably requested in order to avail availing any Purchaser or Holder of any rule or regulation of the SEC that Commission which permits the selling of any such Securities securities without registration Registration or pursuant to such Form S-3form.

Reports Under the Exchange Act. With a view to make making ------------------------------ available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell Securities securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company will covenant and agree agrees to: : (ia) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after 144 under the Closing; Securities Act; (iib) take such action as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (iiid) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Securities Registrable Securities, forthwith upon request, request (Ai) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act144 or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time it so qualifies), (Bii) 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 (Ciii) such other information as may be reasonably requested in order to avail availing any Purchaser or Holder of any rule or regulation of the SEC that which permits the selling of any such Securities securities without registration or pursuant to such Form S-3form.

Reports Under the Exchange Act. With a view to make available to the ------------------------------ Purchasers Purchaser or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a the Purchaser or a Holder to sell Securities to the public without registration or pursuant to a registration on Form S-3, the Company will covenant take any and agree all action necessary to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times 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; and (iii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Securities forthwith upon request, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company, and (C) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such Securities without registration or pursuant to such Form S-3.

Reports Under the Exchange Act. With a view to make making available to the ------------------------------ Purchasers or Holders Buyer the benefits of Rule 144 promulgated under the Securities 1933 Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder permitted holder of Securities to sell Securities securities of the Company to the public without registration or pursuant registration, and with a view to a registration making it possible for any such holder to sell the Securities registered on Form S-3, the Company will covenant and agree to: agrees to (isubject to Section 7 in the case of Section 6.1(b)): (a) make and keep available adequate current public information available, as those terms are understood and defined in contemplated by Rule 144, at all times after 144 (c)(1) or (2); (b) take such action as is necessary to enable a holder to utilize Form S-3 for the Closing; sale of Securities; (iic) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities 1933 Act and the Exchange Act; and and (iiid) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns a holder owning any Securities forthwith upon request, request (Ai) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities 1933 Act and the Exchange Act, or that it qualifies as a registrant whose Securities may be resold pursuant to Form S-3 (Bat any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (Ciii) such other information as may be reasonably requested in order required to permit any holder of Securities to avail any Purchaser or Holder itself of any rule or regulation of the SEC that which permits the selling of any such Securities without registration or pursuant to such Form S-3form.

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

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

Reports Under the Exchange Act. With a view to make making available to the ------------------------------ Purchasers or Holders Investors the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder the Investors to sell Securities the Purchased Shares to the public without registration or pursuant to a registration on Form S-3registration, the Company will covenant and agree toagrees to use commercially reasonable efforts until the Mandatory Registration Termination Date: (i) to make and keep public information available, available as those terms are understood and defined in Rule 144, at all times after the Closing; (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of the Company securities registered under the Securities Act and or the Exchange Act; and , (iii) furnish to any Purchaser or Holder, so as long as the Purchaser or Holder any Investor owns any Securities forthwith Purchased Shares, to furnish in writing upon request, (A) such Investor’s request a written statement by the Company that it has complied with the reporting requirements of Rule 144, 144 and of the Securities Act and the Exchange Act, (B) and to furnish to such Investor a copy of the most recent annual or quarterly report of the Company, and (C) such other information reports and documents so filed by the Company as may be reasonably requested in order to avail any Purchaser or Holder availing such Investor of any rule or regulation of the SEC that permits permitting the selling of any such Securities Purchased Shares without registration and (iv) undertake any additional actions reasonably necessary to maintain the availability of, subject to Section 3(b), a Registration Statement or pursuant to such Form S-3the use of Rule 144.

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

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

Reports Under the Exchange Act. With a view to make making available ------------------------------ to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell Securities securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company will covenant and agree agrees to: : (ia) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after 144 under the Closing; Securities Act; (iib) remain registered under the Exchange Act and file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (iiic) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Securities Registrable Securities, forthwith upon request, request (Ai) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act144 or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time it so qualifies), (Bii) 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 (Ciii) such other information as may be reasonably requested in order to avail availing any Purchaser or Holder of any rule or regulation of the SEC that which permits the selling of any such Securities securities without registration or pursuant to such Form S-3form.

Reports Under the Exchange Act. With a view to make making available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell Securities securities of the Company to the public without registration or pursuant to a registration on Form S-3registration, the Company agrees that after the Company is subject to the reporting requirements of the Exchange Act it will covenant and agree use its best efforts to: : (i) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times 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; and and (iii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Securities Registrable Securities, forthwith upon request, request (Aa) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), (Bb) 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 (Cc) such other information as may be reasonably requested in order to avail availing any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such Securities securities without registration or pursuant to such Form S-3form.

Reports Under the Exchange Act. With a view to make making available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act ("Rule 144") and any other rule or regulation of the SEC Commission that may at any time permit a Purchaser or Holder to sell Securities securities of the Company to the public without registration or pursuant to a registration on Form S-3registration, the Company will covenant and agree agrees to: : (ia) use commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the Closing; times; (iib) use commercially reasonable efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (iiic) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Securities forthwith upon request, request (Ai) a written statement by the Company that it has complied as to its compliance with the reporting requirements of Rule 144, 144 and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), (Bii) a copy of the most recent annual or quarterly report of the CompanyCompany filed with the Commission under the Exchange Act, and (Ciii) such other information reports and documents of the Company as such Holder may be reasonably requested in order request to avail any Purchaser or Holder itself of any similar rule or regulation of the SEC that permits the selling of Commission allowing it to sell any such Securities securities without registration or pursuant to such Form S-3registration.

Reports Under the Exchange Act. With a view to make making available to the ------------------------------ Purchasers or Holders Holder the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or the Holder to sell Securities securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company will covenant and agree agrees to: : (ia) make and keep public information available, as those terms are understood and defined in Rule 144144 under the Securities Act, at all times after times; (b) take such action as is necessary to enable the Closing; Holder to utilize Form S-3 for the sale of their Registrable Securities; (iic) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (iiid) furnish to any Purchaser or the Holder, so long as the Purchaser or Holder owns any Securities Registrable Securities, forthwith upon request, request (Ai) a written statement by the Company that it has complied with the reporting requirements of Rule 144, 144 under the Securities Act and the Exchange ActAct or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3, (Bii) 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 (Ciii) such other information as may be reasonably requested in order to avail any Purchaser or availing the Holder of any rule or regulation of the SEC that which permits the selling of any such Securities securities without registration or pursuant to such Form S-3form.

Reports Under the Exchange Act. With a view to make making available to the ------------------------------ Purchasers or Holders Licensor the benefits of Rule 144 promulgated under the Securities Act and or any other similar rule or regulation of the SEC that may at any time permit a Purchaser or Holder the Licensor to sell Securities securities of the Company to the public without registration or pursuant to a registration on Form S-3, (“Rule 144”) the Company will covenant and agree agrees, upon becoming a publicly reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to: (i) : a. make and keep public information availableavailable (from the date the Company becomes subject to the periodic reporting requirements of the Exchange Act), as those terms are understood and defined in Rule 144, at all times after the Closing; (ii) ; 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 ActAct 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 hereof) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (iii) and c. furnish to any Purchaser or Holderthe Licensor, so long as the Purchaser or Holder Licensor owns any Securities forthwith Registrable Securities, promptly upon request, (Ai) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (Bii) 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 (C) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such Securities without registration or pursuant to such Form S-3.and

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

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

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

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

Reports Under the Exchange Act. With a view to make available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell Securities to the public without registration or pursuant to a registration on Form S-3, the Company will covenant and agree to use reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times 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; and (iii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Securities Securities, forthwith upon request, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company, and (C) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such Securities without registration or pursuant to such Form S-3.

Reports Under the Exchange Act. With a view to make available to the ------------------------------ Purchasers or Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Purchaser or Holder to sell Securities to the public without registration or pursuant to a registration on Form S-3, the Company will covenant and agree to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times 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; and (iii) furnish to any Purchaser or Holder, so long as the Purchaser or Holder owns any Securities forthwith upon request, (A) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company, and (C) such other information as may be reasonably requested in order to avail any Purchaser or Holder of any rule or regulation of the SEC that permits the selling of any such Securities without registration or pursuant to such Form S-3S- 3.

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