Common use of Rule 144 and Rule 144A; Other Exemptions Clause in Contracts

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company agrees that it will use commercially reasonable efforts to (a) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and (b) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (ii) any other rules or regulations now existing or hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, until the earlier of (a) such time as when no Registrable Securities remain outstanding and (b) such time as the Company agrees is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company covenants that it will use commercially reasonable efforts to (ai) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and or (bii) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (iA) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiB) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company agrees covenants that it will (i) use commercially its reasonable best efforts to (a) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and (bii) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon Immediately flowing the reasonable request of any Holder of Registrable SecuritiesEffective Date, the Company will deliver shall become or remain an issuer required to such Holder a written statement as file reports pursuant to whether it has complied with such information requirements, and, if noteither Section 13(a) or Section 15(d) of the Exchange Act. Furthermore, the specific reasons Company shall use reasonable best efforts to make the Registrable Securities Depository Trust Company (DTC) eligible and to include upon issuance the Registrable Securities for non-compliancetrading and transfer on The PORTAL Alliance LLC’s trading platform.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company agrees that covenants that, commencing 30 days following the Effective Date, it will use commercially reasonable efforts to (a) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and thereunder, (b) make and keep public information available (as those terms are understood and defined in Rule 144 (or any successor rule)), (c) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, and (d) take such further action as such Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time, (ii) Regulation S promulgated under the Securities Act, as may be amended from time to time, or (iiiii) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, until the later of (a) the first anniversary hereof and (b) such time as the Company agrees is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company covenants that it will use commercially reasonable efforts to (ai) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and or (bii) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, until such time as when no Registrable Securities remain outstanding, the Company agrees covenants that it will use commercially reasonable efforts (i) if it is subject to (athe reporting requirement of 13 or 15(d) of the Exchange act, file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and or (bii) if it is not subject to the reporting requirement of 13 or 15(d) of the Exchange Act, make available information necessary to comply with Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A, if available available, with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public Parent without registration, until the Company agrees earlier of (a) such time as when no Registrable Securities remain outstanding and (b) such time as the Parent is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Parent covenants that it will use commercially reasonable efforts to (ai) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and or (bii) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (iA) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiB) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company Parent will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company agrees covenants that it will (i) use its commercially reasonable efforts to (a) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and (bii) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon Notwithstanding the reasonable request of any Holder of Registrable Securitiesforegoing, the parties to this Agreement hereby acknowledge and agree that failure by the Company will deliver to such Holder a written statement as to whether it has complied with such information requirementstimely file: (i) its quarterly report on Form 10-Q of for the third quarter of 2012, and(ii) its annual report on Form 10-K for the fiscal year ended December 31, 2012 and (iii) the amendment, if notany, to include financial information pursuant to Rule 3-05 of Regulation S-K with respect to the specific reasons for nonperiodic report on Form 8-complianceK of the Company and Dynegy Holdings, LLC, filed on June 11, 2012, in each case, shall not be and shall not be deemed to be, a violation of the provisions of this Section 8.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company agrees covenants that it will use commercially reasonable efforts to (ai) file in a timely manner all reports and other documents required, if any, required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder and (bii) make available take such further action as each Holder may reasonably request (including, but not limited to, providing any information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act), at all timestimes from and after the date that is sixty (60) days after the date of this Agreement, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities)) under the Securities Act, as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SEC. Upon the reasonable written request of any Holder of Registrable Securitiesa Holder, the Company will shall deliver to such the Holder a written statement as to whether it has complied with such information requirements. The Company will use commercially reasonable efforts to assist a Holder in facilitating private sales of Registrable Securities by, andamong other things, if not, the specific reasons for non-complianceproviding officers’ certificates and other customary closing documents reasonably requested by a Holder.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company agrees that it will use commercially reasonable efforts to (ai) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and (bii) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SEC. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, until such time as when no Registrable Securities remain outstanding, the Company agrees covenants that it will use commercially reasonable efforts (i) if it is subject to (athe reporting requirement of 13 or 15(d) of the Exchange act, file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and or (bii) if it is not subject to the reporting requirement of 13 or 15(d) of the Exchange Act, make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, until such time as when no Registrable Securities remain outstanding, the Company agrees covenants that it will use commercially reasonable efforts (i) if it is subject to (athe reporting requirement of 13 or 15(d) of the Exchange Act, file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and or (bii) if it is not subject to the reporting requirement of 13 or 15(d) of the Exchange Act, make available information necessary to comply with Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A, if available available, with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making The Company covenants that it will (i) at all times make and keep available adequate current public information with respect to the Holders Company as those terms are understood and defined for purposes of Rule 144(c) under the Securities Act; (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to the reporting requirements under the Securities Act and the Exchange Act, respectively, and the rules and regulations adopted thereunder; (iii) submit electronically and post on its corporate Web site, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T under the Exchange Act; (iv) so long as a Holder owns any Registrable Securities, furnish to such Holder, upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing the Holder to sell any such Registrable Securities the benefits of without registration and (v) make available information otherwise necessary to comply with Rule 144 and Rule 144A promulgated under the Securities Act and other Act, as such rules and regulations of the SEC that may at any be amended from time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company agrees that it will use commercially reasonable efforts to (a) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and (b) make available information necessary to comply with Rule 144 and Rule 144Atime, if available with respect to resales of the Registrable Securities under the Securities ActSecurities, at all times, all to the extent required from time to time to enable such Holder Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, until the earlier of (a) such time as when no Registrable Securities remain outstanding and (b) such time as the Company agrees is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company covenants that it will use commercially reasonable efforts to (ai) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and or (bii) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities Holder the benefits of Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder the Holders of Registrable Securities to sell securities of the Company to the public without registration, until such time as when no Registrable Securities remain outstanding, the Company agrees covenants that it will use commercially reasonable efforts to (ai) if at any time the Company has an obligation to file reports under the Exchange Act, file in a timely manner all reports and other documents requireddocuments, if any, required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and (bii) make available information necessary to comply with Section 4(a)(7) of the Securities Act, Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder the Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Section 4(a)(7) of the Securities Act, Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any a Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company agrees covenants that it will use commercially reasonable efforts to (ai) file in a timely manner all reports and other documents required, if any, required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder and (bii) make available take such further action as each Holder may reasonably request (including, but not limited to, providing any information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act), at all timestimes from and after the date which is 90 calendar days following the Company’s IPO, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities)) under the Securities Act, as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SEC. Upon the reasonable written request of any Holder of Registrable Securitiesa Holder, the Company will shall deliver to such the Holder a written statement as to whether it has complied with such information requirements. The Company will use its best efforts to assist a Holder in facilitating private sales of Registrable Securities by, andamong other things, if not, the specific reasons for non-complianceproviding officers’ certificates and other customary closing documents reasonably requested by a Holder.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, until the later of (a) the first anniversary of the Plan Effective Date and (b) such time as the Company agrees is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company covenants that it will use commercially reasonable efforts to (ai) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and or (bii) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, until such time as when no Registrable Securities remain outstanding, the Company agrees covenants that it will use commercially reasonable best efforts (i) if it is subject to (athe reporting requirement of 13 or 15(d) of the Exchange Act, file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and or (bii) if it is not subject to the reporting requirement of 13 or 15(d) of the Exchange Act, make available information necessary to comply with Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A, if available available, with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, until such time as when no Registrable Securities remain outstanding, the Company agrees covenants that it will use commercially reasonable efforts (i) if it is subject to (athe reporting requirement of Section 13 or 15(d) of the Exchange act, file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and or (bii) if it is not subject to the reporting requirement of Section 13 or 15(d) of the Exchange Act, make available information necessary to comply with Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, until such time as when no Registrable Securities remain outstanding, the Company agrees covenants that it will (i) if it is subject to the reporting requirement of 13 or 15(d) of the Exchange act, use commercially reasonable best efforts to (a) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and or (bii) if it is not subject to the reporting requirement of 13 or 15(d) of the Exchange Act, use reasonable best efforts to make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities Stockholders the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC that may at any time permit a Holder of Registrable Securities Stockholder to sell securities of the Company to the public without registration, the Company agrees covenants that it will use commercially reasonable efforts to (ai) file in a timely manner all reports and other documents required, if any, required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder and (bii) make available take such further action as each Stockholder may reasonably request (including, but not limited to, providing any information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities and Registrable Preferred under the Securities Act), at all timestimes from and after the date which is ninety (90) days following the Company’s IPO, all to the extent required from time to time to enable such Holder Stockholder to sell Registrable Securities and/or Registrable Preferred without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities)Securities and Registrable Preferred) under the Securities Act, as such rules may be amended from time to time or (iiy) any other rules or regulations now existing or hereafter adopted by the SEC. Upon the reasonable written request of any Holder of Registrable Securitiesa Stockholder, the Company will shall deliver to such Holder the Stockholder a written statement as to whether it has complied with such information requirements. For the avoidance of doubt, andthis Section 1.9 shall not limit any obligation of the Company under its Amended and Restated Certificate of Incorporation, if not, as the specific reasons for non-compliancesame may be amended or restated from time to time (the “Certification of Incorporation”).

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company agrees that covenants that, commencing 30 days following the Effective Date, it will use commercially reasonable efforts to (a) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and thereunder, (b) make and keep public information available (as those terms are understood and defined in Rule 144 (or any successor rule)), (c) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, and (d) take such further action as such Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time, (ii) Regulation S promulgated under the Securities Act, as may be amended from time to time, or (iiiii) any other rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-non- compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, until such time as when no Registrable Securities remain outstanding, the Company agrees covenants that it will use commercially reasonable efforts (i) if it is subject to (athe reporting requirement of Section 13 or 15(d) of the Exchange Act, file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and thereunder, or (bii) if it is not subject to the reporting requirement of Section 13 or 15(d) of the Exchange Act, make available information necessary to comply with Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Section 4(a)(7) of the Securities Act and Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time time, or (iiy) any other rules or regulations now existing or hereafter adopted by the SECCommission which replace the rules and regulations described in the preceding sentence. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.

Rule 144 and Rule 144A; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits of Rule 144 and Rule 144A promulgated under the Securities Act and other rules and regulations of the SEC Commission that may at any time permit a Holder of Registrable Securities to sell securities of the Company to the public without registration, the Company agrees that it will use commercially reasonable efforts to (ai) file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder and (bii) make available information necessary to comply with Rule 144 and Rule 144A, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 and Rule 144A promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as such rules may be amended from time to time or (iiy) any other substantially similar rules or regulations now existing or hereafter adopted by the SECCommission. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and, if not, the specific reasons for non-compliance.