Common use of Rule 144 Reporting Clause in Contracts

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within Rule 144 under the Securities Act; (b) 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; (c) furnish to each holder of Registrable Securities, forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of 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 by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing it being acknowledged that the rights Company was formerly a shell company and that Rule 144 is not available for the resale of securities (including the holders of such Registrable Securities) initially issued by shell companies or issuers that have been at all times after 90 days after any registration statement covering time previously a public offering of securities of shell company, until, among other requirements, at least one year has elapsed from the time that the issuer filed current Form 10 type information with the Commission reflecting its status as an entity that is not a shell company, which information the Company under filed with the Securities Act shall have become effectiveCommission on September 5, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act2019), the Company agrees at its cost and expense agrees, until the Shares are sold by the Purchasers, to use its best commercially reasonable efforts to: (a) make and keep adequate current public information regarding the Company available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after the date hereof; (b) 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;Act at all times from and after the date hereof; and (c) furnish to each holder of so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request (i) a copy of the most recent annual or quarterly report of the Company (unless otherwise available at no charge by access electronically to the Commission’s XXXXX filing system), (ii) a written statement by the Company as to its compliance with the reporting requirements of such the Exchange Act and Rule 144 and of under the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and reports, documents so filed by the Company or information as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any other rule or regulation of the Commission which that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Securities Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) 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;; and (cd) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after 90 days after the effective date of the first registration statement filed by the Company), 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), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleForm S-3.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost to, and expense agrees to use its best efforts cause Pubco to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under 144, at all times in accordance with the Securities Actrequirements of the Exchange Act from and after the effective date of the Reverse Merger; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company or Pubco under the Securities Act and the Exchange Act;Act at any time after it has become subject to such reporting requirements; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a written statement by the Company or Pubco as to its compliance with the reporting current public information requirements of such said Rule 144 and of the Securities Exchange Act and the Exchange Act(at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the CompanyCompany or Pubco, and such other reports and documents of the Company or Pubco, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder Take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its common stock under Section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulegeneral public is declared effective.

Rule 144 Reporting. With a view to making available the benefits of Rule 144 and certain other rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make Register its Common Stock under Section 12(g) or 12(b) of the Securities Exchange Act, as soon as practicable, but in any event not later than ninety (90) days after the close of the Company’s first fiscal year following the effective date of the first registration statement filed by the Company relating to a public offering other than to employees of the Company under an employee option plan or employee stock purchase plan; (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) furnish Furnish to each holder of Registrable the Holders, so long as the Holders own any Restricted Securities, written notice of the Company’s qualification as a registrant, as soon as practicable after such qualification; the Company further shall furnish forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of its compliance with the Securities Act and the Securities Exchange Act, Act (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; (ii) a copy of the most recent annual or quarterly report of the Company, ; and (iii) such other reports and documents so filed by of the Company as such holder the Holders of Restricted Securities may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holders to sell any Registrable Stock such securities without registration; and (d) furnish registration or pursuant to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which SEC that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Class A Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActStock, the Company agrees at its cost and expense to use its best efforts to: (a) Use reasonable efforts to make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) Use reasonable efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, use reasonable efforts to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder a Holder to sell any Registrable Stock such securities without registration; andregistration (at any time after the Company has become subject to the reporting requirements of the Exchange Act). (d) Use reasonable efforts to furnish to each Holder forthwith, but in any event within five (5) business days following the receipt of a supportable request therefor, (i) unlegended stock certificates in connection with sales of Registrable Securities which by a Holder pursuant to said Rule 144, or (ii) in the event that such request is a "qualified institutional buyer" within made after the meaning IPO, shall furnish to the Company’s transfer agent an opinion of Rule 144A under the Securities Act, promptly upon written request from counsel that such Holder, such information as unlegended stock certificates may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleissued.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing or pursuant to a registration statement, if the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities Shares of the Company are registered under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request, (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities 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 a registration statement (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (d) furnish provide notice in writing to each Holder that then has one or more designees on the Company’s board of Registrable Securities which is a "qualified institutional buyer" within directors of the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser beginning and ending of any Registrable Securities “blackout period” in order connection with the Company’s publicly issuances from time to permit such holder to avail itself time of the benefits of the exemptions under the Securities Act afforded by such Ruleearnings releases for fiscal quarter or fiscal years.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company under the Securities Act for an offering of its securities to the general public; (b) file File with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the Exchange Act;; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request request: a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 under the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements) if such compliance is required for such Holder to sell shares of Common Stock in reliance on Rule 144 under the Securities Act and the Exchange Act, ; a copy of the most recent annual or quarterly report of the Company filed with the SEC if the Company, ’s making such filing is required for such Holder to sell shares of Common Stock in reliance on Rule 144 under the Securities Act; and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in connection with availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable such securities without registration if the furnishing of any such report or document is necessary to enable such Holder to sell Common Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of in reliance on under Rule 144A 144 under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. (a) With a view to making available to the Investor the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Note and the Registrable Securities to the public without registration registration, the Company agrees to use its commercially reasonable efforts to make and keep available adequate current public information, as defined in Rule 144(c), including all periodic and annual reports and other documents (but in no way reducing the rights of the holders of such Registrable Securitiesother than Form 6-K reports) at all times after 90 days after any registration statement covering a public offering of securities required of the Company under the Securities Act shall have become effective, Sections 13 or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 15(d) of the Exchange Act, and so long as the Investor beneficially owns the Note, any Registrable Securities or securities convertible into or exercisable for Registrable Securities, furnish to the Investor forthwith upon request: a written statement by the Company agrees at as to its cost compliance with the reporting requirements of Rule 144, and expense of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as the Investor may reasonably request in availing itself of any rule or regulation of the SEC allowing it to use its best efforts to:sell any Registrable Securities without registration. (ab) For the avoidance of doubt, the Investor may sell the Note and any Registrable Securities in compliance with Rule 144, regardless of whether a Registration Statement has been filed with the SEC or is effective. The Company agrees to (i) make and keep public information available, available as those terms are understood within and defined in Rule 144 under the Securities Act; 144, (bii) use its commercially reasonable efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; , and (ciii) furnish to each holder of so long as the Investor beneficially owns the Note or any Registrable Securities or securities convertible into or exercisable for Registrable Securities, forthwith furnish to the Investor upon request request, a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 144, and of 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 by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing registration, after such time as a public market exists for the rights Ordinary Shares of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act;, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act. (b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish Take such action, including the voluntary registration of its Ordinary Shares under Section 12 of the Exchange Act, as is necessary to each holder enable the Holders to utilize Form F-3 for the sale of their Registrable Securities, such registration under Section 12 to be taken as soon as practicable after the six-month period following the date on which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective. (d) So long as a Purchaser owns any Restricted Securities to furnish to the Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Purchaser may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Purchaser to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Subject Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best commercially reasonable efforts to: (a) make and keep public information available, regarding the Company available as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) 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;Act at any time after it has become subject to such reporting requirements; and (c) so long as a Holder or a Common Holder owns any Restricted Securities, furnish to each holder of Registrable Securitiesthe Holder or such Common Holder, as the case may be, forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by as a Holder or a Common Holder, as the Company as such holder case may be, may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder or a Common Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. 10.1 With a view to making available the benefits of certain rules and regulations of the Commission which may at any time SEC that will permit the sale of the Registrable Securities to the public Vested Shares without registration (but in no way reducing with the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActSEC, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those such terms are understood within and defined in Rule 144 under 144(c)(i) of the Securities Act, at all times until the one year anniversary from the date on which there are no remaining Unvested Shares held by Paramount under this Agreement; (b) file with the Commission SEC in a timely manner all reports and other documents required of to be filed by the Company under the Securities Exchange Act and of 1934, as amended (the “Exchange Act;”); and (c) furnish to each holder of Registrable Securitiesso long as Paramount owns any Shares, forthwith upon request a written statement by Paramount, if the Company as to its compliance with the reporting requirements of such Rule 144 is not filing reports and of the Securities Act and other documents under the Exchange Act, the Company will make available other information as required by, and so long as necessary to permit sales of the Shares pursuant to, Rule 144A (including the provision of information to Paramount and prospective purchasers designated by Paramount pursuant to Rule 144A(d)(4)) and, commencing at such time as sales are permitted under Rule 144, Rule 144A, and in any event shall make available (either by mailing a copy thereof, by posting on the Company’s website, or by press release) to Paramount a copy of: (i) the Company’s annual consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in accordance with generally accepted accounting principles in the most recent annual or quarterly report United States, no later than 90 days after the end of each fiscal year of the Company, and such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (dii) furnish the Company’s quarterly consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in a manner substantially consistent with the preparation of the Company’s annual consolidated financial statements, no later than 45 days after the end of each fiscal quarter of the Company. 10.2 If the Company shall fail for any reason to each Holder satisfy the requirements of Registrable Securities clause (a) or (b) of this Section 10 (a “Public Information Failure”) then, in addition to Paramount’s other available remedies, the Company shall pay to Paramount, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Vested Shares then held by Paramount (or a U.S. affiliate of Paramount), an amount in cash equal to two percent (2.0%) of the aggregate value of the Vested Shares then held by Paramount (or a U.S. affiliate of Paramount) valued at the higher of $31.89 or the average closing price per share of the Company’s Common Stock for the ten full trading days prior to, but not including, the day of the Public Information Failure on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such public information is no longer required for Paramount to transfer its Vested Shares pursuant to Rule 144. The payments to which Paramount shall be entitled pursuant to this Section 10.2 are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (1) the last day of the calendar month during which such Public Information Failure Payments are incurred and (2) the third (3rd) business day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holdertimely manner, such information as may be required under Rule 144A Public Information Failure Payments shall bear interest at a rate equal to the lesser of 1.5% per month (prorated for delivery partial months) or the maximum amount allowed by applicable law until paid in full. Nothing herein shall limit Paramount’s right to any prospective purchaser pursue actual damages for the Public Information Failure, and Paramount shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rulespecific performance and/or injunctive relief.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of Registration or pursuant to a Registration on Form F-3 or S-3, as applicable, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActShares, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, (x) to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 or S-3, as applicable (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by of the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing SEC that permits the selling of any such holder securities without Registration or pursuant to sell any Registrable Stock without registrationForm F-3 or S-3, as applicable; and and (dy) furnish to each procure the removal of the legend on the restricted securities of the Company held by such Holder in connection with the resale by such Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required securities under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after ninety (90) days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act;”), at any time after it has become subject to such reporting requirements; and (c) So long as any of the Holders owns Restricted Securities, furnish to each holder Holders of Registrable Securities, Securities forthwith upon request written request, a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by of the Company as such holder a Holder of Restricted Securities may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; (b) file Take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) File with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the Exchange Act;; and (cd) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request request: a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 of the Securities Act, and of the Securities Exchange Act and the Exchange Act(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); a copy of the most recent annual or quarterly report of the Company, ; and such other information, reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish registration or pursuant to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform.

Rule 144 Reporting. With a view to making available to the Holder(s) the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effectiveregistration, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company Parent agrees at its cost and expense to use its reasonable best efforts to: (a) make comply, on a timely basis with all the reporting requirements of the Exchange Act, and keep comply with all other public information availablereporting requirements of the SEC as a condition to the availability of an exemption from the Securities Act under Rule 144 thereunder, as those terms are understood within Rule 144 under amended from time to time, or successor rule thereto, for the sale of Registrable Securities Actby the Holder(s); (b) file provide, at Parent’s expense, such opinion of counsel as may be reasonably requested by the transfer agent for the Registrable Securities in connection with each sale of Registrable Securities pursuant to an exemption from the Commission in a timely manner all reports and other documents required registration requirements of the Company under the Securities Act (under Rule 144 thereunder, as amended from time to time, or successor rule thereto or otherwise) or otherwise, so long as the Holder(s) have furnished to counsel documentation reasonably acceptable to such counsel related to the transfer and the Exchange ActRegistrable Securities; (c) furnish whenever the Holder(s) is able to each holder demonstrate to Parent that the provisions of Rule 144 (or any successor rule) under the Securities Act are available to it and have furnished to Parent such documentation in connection therewith as Parent may reasonably request, provide, at Parent’s expense, new certificates that do not bear a restrictive legend; and (d) so long as the Holder(s) own any Registrable Securities, furnish to such party forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Actrequest, a copy of the most recent annual or quarterly report of the CompanyParent, and such other reports and documents so filed by the Company as such holder party may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any such Registrable Stock Securities without registration; and (dprovided that such reports are not otherwise available to the Holder(s) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within on the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleSEC’s Xxxxx website.

Rule 144 Reporting. With a view to making available to the Investors the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of Registration or pursuant to a Registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as an Investor owns any Registrable Securities, (x) to furnish to such Investor forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by of the Company as such holder Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing SEC that permits the selling of any such holder securities without Registration or pursuant to sell any Registrable Stock without registrationForm F-3; and and (dy) furnish to each Holder procure the removal of Registrable Securities which is a "qualified institutional buyer" within the meaning legend on the restricted securities of Rule 144A under the Securities Act, promptly upon written request from Company held by such Holder, Investor in connection with the resale by such information as may be required Investor of such securities under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) Use its best efforts to 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;Act (at any time after it has become subject to such reporting requirements); and (c) So long as the Holder owns any Restricted Securities to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities or securities convertible into or exercisable for Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in SEC Rule 144 under 144, at all times after 90 days after the Securities Acteffective date of the first registration statement filed by the Company that involves an underwritten sale of securities of the Company to the general public; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the underwritten offering of its common stock to the general public is declared effective; (c) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act at any time after it has become subject to such reporting requirements; and (cd) furnish to each holder of Holder so long as such Holder owns Registrable Securities, Securities or securities convertible into or exercisable for Registrable Securities forthwith upon written request a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 (at any time after ninety days after the effective date of such first registration statement filed by the Company), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder may be reasonably request in availing itself requested to avail the Holder of any rule or regulation of the Commission allowing SEC permitting the selling of any such holder to sell any Registrable Stock securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain SEC Rule 144 and any other rules and regulations of the Commission which may at any time permit the sale of a Holder to sell the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form F-3, the Company agrees at its cost and expense to use its best efforts to: (ai) make and keep public information available, as those terms are understood within and defined in SEC Rule 144 under 144, at all times after the Securities Acteffective date of the IPO; (bii) 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;Act (at any time after it has become subject to such reporting requirements); and (ciii) furnish to each holder of so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such SEC Rule 144 and (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), 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 F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (iii) such other information as such holder may be reasonably request in availing itself requested to avail any Holder of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities by a Holder to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3/F-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; (b) take such action, including the voluntary registration of its Ordinary Shares under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3/F-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the Commission Commission, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and or the Exchange Act;, at all times after the effective date of the first registration under the Securities Act filed by the Company; and (cd) so long as a Holder owns any Restricted Securities, furnish to each holder of Registrable Securities, such Holder forthwith upon request request, (i) a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 144, and of the Securities Exchange Act and the Exchange Act(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/F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual annual, interim, quarterly or quarterly other report of the Company, and documents so filed by the Company, and (iii) such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Subject Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best commercially reasonable efforts to: (a) make and keep public information available, regarding the Company available as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) 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;Act at any time after it has become subject to such reporting requirements; and (c) so long as a Holder or the Key Employee owns any Restricted Securities, furnish to each holder of Registrable Securitiesthe Holder or the Key Employee, as the case may be, forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by as a Holder or Key Employee, as the Company as such holder case may be, may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder or the Key Employee to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain SEC Rule 144 and any other rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of market exists for the securities of the Company under the Securities Act shall have become effectiveCorporation, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company Corporation agrees at its cost and expense to use its best efforts to: (a) make Make and keep available adequate current public information availableinformation, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Corporation becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company Corporation under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish Take such action, including the voluntary registration of its common stock under Section 12 of the Exchange Act, as is necessary to each holder enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Corporation for the offering of its securities to the general public is declared effective; (d) So long as a Holder owns any Registrable Securities, furnish to the Holder forthwith upon request (i) to the extent accurate, a written statement by the Company Corporation as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Corporation for an offering of its securities to the general public), and of 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 the Corporation so qualifies), (ii) a copy of the most recent annual or quarterly report of the CompanyCorporation, and (iii) such other reports and documents so filed of the Corporation and other information in the possession of or reasonably obtainable by the Company Corporation as such holder the Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder the Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish or any time after the Corporation has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A reporting requirements under the Securities Exchange Act, promptly upon written request from ) or pursuant to Form S-3 (at any time after the Corporation so qualifies to use such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform).

Rule 144 Reporting. With a view to making available the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any comparable provision of the Commission Applicable Securities Law which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to a registration on Form S-3 or F-3 (or any comparable form in a jurisdiction other than the requirements of Section 12 of the Exchange ActUnited States), the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company's securities are listed), at all times; (b) Use reasonable, diligent efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Applicable Securities Act and the Exchange Act;Law; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of all Applicable Securities Laws at any time after it has become subject to such Rule 144 and reporting requirements or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Securities Act and the Exchange ActCompany's securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so as may be filed by the Company with the Commission, and (iii) such other reports and documents of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable such securities without registration or pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities in order to permit such holder to avail itself Laws of any jurisdiction where the benefits of the exemptions under the Securities Act afforded by such RuleCompany's securities are listed).

Rule 144 Reporting. With a view to making available to the holders of Registrable Securities the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep current public information available, as those terms are understood within the meaning of Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after it has become subject to the reporting requirements of the Exchange Act; (b) file with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (after it has become subject to such reporting requirements); (c) furnish to each holder of so long as any party hereto owns any Registrable Securities, furnish to such Person forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and (at any time commencing 90 days after the effective date of the first registration filed by the Company for an offering of its securities to the general public), the Securities Act and the Exchange Act, Act (at any time after it has become subject to such reporting requirements); a copy of the its most recent annual or quarterly report of the Company, report; and such other reports and documents so filed by the Company as such holder Person may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each in connection with any sale, transfer or other disposition by any Holder of any Registrable Securities which is a "qualified institutional buyer" within the meaning of pursuant to Rule 144A 144 promulgated under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit cooperate with such holder to avail itself facilitate the timely preparation and delivery of certificates representing the benefits Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such name as the exemptions selling Holders may reasonably request in writing no more than three (3) Business Days after any sale of Registrable Securities; provided, that, if requested by the Company, such Holder shall have furnished to the Company an opinion of counsel reasonably satisfactory to the Company and the Company’s counsel that registration of such Registrable Securities under the Securities Act afforded by such Ruleis not required.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effectiveregistration, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company Vanguard agrees at its cost and expense to use its reasonable best efforts to: (a) make and keep public information regarding Vanguard available, as those terms are understood within and defined in Rule 144 under of the Securities Act, at all times from and after the date hereof; (b) file with the Commission in a timely manner all reports and other documents required of the Company Vanguard under the Securities Act and the Exchange ActAct at all times from and after the date hereof; (c) furnish to each holder of so long as a Holder owns any Registrable Securities, furnish, unless otherwise available at no charge by access electronically to the Commission’s XXXXX filing system, to such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, (i) a copy of the most recent annual or quarterly report of the CompanyVanguard, and (ii) such other reports and documents so filed by with the Company Commission as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each take such further action as any Holder of Registrable Securities which is a "qualified institutional buyer" may reasonably request, to the extent legally required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the meaning limitation of the exemptions provided by (a) Rule 144A 144 under the Securities Act, promptly upon written request from as such Holder, such information as Rule may be required under Rule 144A for delivery amended from time to time, or (b) any prospective purchaser similar rule or regulation hereafter adoption by the Commission, and in any such case, upon the request of any Holder of Registrable Securities in order Securities, Vanguard will deliver to permit such holder Holder a written statement as to avail itself of the benefits of the exemptions under the Securities Act afforded by whether it has complied with such Rulerequirements.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules SEC Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts toshall: (a) make and keep available adequate current public information availableinformation, as those terms are understood within and defined in SEC Rule 144 under 144, at all times after the Securities Acteffective date of the registration statement filed by the Company for the Initial Offering; (b) use commercially reasonable efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after the Company has become subject to such reporting requirements); and (c) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company as to its compliance that it has complied with the reporting requirements of such SEC Rule 144 and (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the Initial Offering), the Securities Act Act, and the Exchange ActAct (at any time after the Company 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 the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company with the SEC; and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC that permits the selling of any such holder securities without registration (at any time after the Company has become subject to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A reporting requirements under the Securities Exchange Act, promptly upon written request from ) or pursuant to Form S-3 (at any time after the Company so qualifies to use such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its reasonable best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file 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;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), a copy of the most recent annual or quarterly report of the CompanyCompany not readily available via the Commission’s XXXXX system, and such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish at any time after the Company has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself reporting requirements of the benefits of the exemptions under the Securities Act afforded by such RuleExchange Act).

Rule 144 Reporting. With a view to making available the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any comparable provision of the Commission Applicable Securities Law which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-0, X-0, X-0 or F-3, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times; (b) Use reasonable, diligent efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Applicable Securities Act and the Exchange Act;Law; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and all Applicable Securities Laws, or whether it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Securities Act and the Exchange ActCompany’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so as may be filed by the Company with the Commission, and (iii) such other reports and documents of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable such securities without registration or pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities in order to permit such holder to avail itself Laws of any jurisdiction where the benefits of the exemptions under the Securities Act afforded by such RuleCompany’s securities are listed).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which SEC that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company Corporation agrees at its cost and expense to use its best commercially reasonable efforts to: (a) make Make and keep public information available, regarding the Corporation available as those terms are understood within and defined in Rule 144 144, at all times from and after ninety (90) days following the effective date of the first registration under the Securities ActAct filed by the Corporation for an offering of its securities to the general public; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company Corporation under the Securities Act and the Exchange ActAct at any time after it has become subject to such reporting requirements; (c) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to the Holder forthwith upon written request a written statement by the Company Corporation as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first Registration Statement filed by the Corporation for an offering of its securities to the general public), and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and Act (at any time after it has become subject to such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registrationreporting requirements); and (d) furnish Upon the written request of any Holder in connection with that Xxxxxx’s sale pursuant to each Rule 144, the Corporation shall deliver to such Holder of Registrable Securities which a written statement as to whether the Corporation has complied, and is a "qualified institutional buyer" within in compliance, with the meaning requirements of Rule 144A under 144, and the Securities ActCorporation shall, promptly upon written at the request from such of any Holder, provide a legal opinion from its counsel as to whether such information as may be required sale is exempt under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct of 1934, as amended (at any time after it has become subject to such reporting requirements); (c) So long as a Holder owns any Restricted Securities, furnish to each holder of Registrable Securities, such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Securities Exchange ActAct of 1934 (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such a holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such a holder to sell any Registrable Stock such securities without registration; and (d) furnish Take such actions as are necessary to each Holder enable the holders to utilize Form S-3 pursuant to Section 3.3 for the sale of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleSecurities.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act;, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended. **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct of 1934, as amended (at any time after it has become subject to such reporting requirements); (c) So long as an Investor owns any Registrable Securities to furnish to each holder of Registrable Securities, the Investor forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Securities Exchange ActAct of 1934 (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder an Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder an Investor to sell any Registrable Stock such securities without registration; and. (d) furnish Take such actions as are necessary to each Holder enable the Holders to utilize Form S-3 pursuant to Section 2.3 for the sale of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleSecurities.

Rule 144 Reporting. With a view to making available to the holders of Registrable Securities the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistra tion, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep current public information available, as those terms are understood within the meaning of Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after it has become subject to the reporting re quirements of the Exchange Act; (b) file with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (after it has become subject to such reporting requirements); (c) furnish to each holder of so long as any party hereto owns any Registrable Securities, furnish to such Person forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and (at any time commencing 90 days after the effective date of the first registration filed by the Company for an offering of its securities to the general public), the Securities Act and the Exchange Act, Act (at any time after it has become subject to such reporting requirements); a copy of the its most recent annual or quarterly report of the Company, report; and such other reports and documents so filed by the Company as such holder Person may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each in connection with any sale, transfer or other disposition by any Holder of any Registrable Securities which is a "qualified institutional buyer" within the meaning of pursuant to Rule 144A 144 promulgated under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit cooperate with such holder to avail itself facilitate the timely preparation and delivery of certificates representing the benefits Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such name as the exemptions selling Holders may reasonably request in writing no more than three (3) Business Days after any sale of Registrable Securities; provided, that, if requested by the Company, such Holder shall have furnished to the Company an opinion of counsel reasonably satisfactory to the Com pany and the Company's counsel that registration of such Registrable Securi ties under the Securities Act afforded by such Ruleis not required.

Rule 144 Reporting. With a view to making available to the Investor the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of Registration or pursuant to a Registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as the Investor owns any Registrable Securities, (x) to furnish to the Investor forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by of the Company as such holder the Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing SEC that permits the selling of any such holder securities without Registration or pursuant to sell any Registrable Stock without registrationForm F-3; and and (dy) furnish to each Holder procure the removal of Registrable Securities which is a "qualified institutional buyer" within the meaning legend on the restricted securities of the Company held by the Investor and take such further actions as the Investor may reasonably request in connection with the resale by the Investor of such securities under Rule 144A under the Securities Act, promptly upon written request from such Holder, such information 144 as may be required under Rule 144A for delivery amended by the SEC from time to time and any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of successor rules or regulations hereafter adopted by the benefits of the exemptions under the Securities Act afforded by such RuleSEC.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing registration, after such time as a public market exists for the rights Ordinary Shares of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make 10.1.1 Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file 10.1.2 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;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of 10.1.3 So long as a Holder owns any Registrable Securities, to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and (at any time after 90 days after the effective date of the Securities Act and first registration statement filed by the Exchange ActCompany for an offering of its securities to the general public), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Holder to sell any Registrable Stock such securities without registration; and. 10.1.4 At any time during the period commencing from the later of (di) furnish six (6) month anniversary of the date of this Agreement, and (ii) the date upon which the Company becomes subject to the reporting requirements under the Exchange Act, and ending at such time that all of the Registrable Securities can be sold either pursuant to a registration statement, or if a registration statement is not available for the resale of all of the Registrable Securities, may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, as relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such Holder an amount in cash equal to one percent (1.0%) of the aggregate purchase price of such holder’s Registrable Securities on the thirtieth day after a Public Information Failure and on every thirtieth day thereafter until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144. The payments to which a holder shall be entitled pursuant to this Section 10.2 are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Public Information Failure Payments are incurred and (II) the third business day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holdertimely manner, such information as may be required under Rule 144A Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for delivery to any prospective purchaser of any Registrable Securities partial months) or the highest amount permitted by applicable law, if less, until paid in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rulefull.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of or pursuant to a registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within SEC that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleForm F-3.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing or pursuant to a registration statement, if the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities Shares of the Company are registered under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request, (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities 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 a registration statement (at any time after it so qualifies) and (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (d) furnish provide notice in writing to each Holder that then has one or more designees on the Company’s board of Registrable Securities which is a "qualified institutional buyer" within directors of the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser beginning and ending of any Registrable Securities “blackout period” in order connection with the Company’s publicly issuances from time to permit such holder to avail itself time of the benefits of the exemptions under the Securities Act afforded by such Ruleearnings releases for fiscal quarter or fiscal years.

Rule 144 Reporting. With a view to making available the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any comparable provision of the Commission Applicable Securities Law which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form X-0, X-0, X-0 or F-3, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep current public information available, as those terms are understood within contemplated in Rule 144 144(c) under the Securities Act, at all times after the effective date of the Registration Statement filed by the Company for the Company’s Initial Public Offering; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Applicable Securities Act and the Exchange Act;Law; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of all Applicable Securities Laws (at any time after the Company has become subject to such Rule 144 and of the Securities Act and the Exchange Actreporting requirements), or whether it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or F-3, (ii) a copy of the most recent annual or or, if available, quarterly report report, of the Company, Company and such other reports and documents so as may be filed by the Company with the Commission, and (iii) such other information, reports and documents of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing that permits the selling of any such holder securities without registration (at any time after the Company has become subject to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A reporting requirements under the Securities Exchange Act, promptly upon written request from ) or pursuant to Form S-3 or F-3 (at any time after the Company so qualifies to use such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Investor Securities to the public without registration, or pursuant to a registration (but in no way reducing on Form S-3, the rights of the holders of such Registrable Securities) Company shall at all times after 90 ninety (90) days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (aA) make and keep public information available, as those terms are understood within and defined in Rule 144 144(c) under the Securities Act; (bB) 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; (cC) furnish to each holder of Registrable Securities, Investor Securities forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); and (D) furnish to each holder of Investor Securities a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed with the Commission by the Company Company, as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock Investor Securities without registrationregistration or pursuant to Form S-3 (at any time after the Company so qualifies to use such form); and provided, that this obligation shall be deemed satisfied if such reports and documents are publicly available on the Commission’s XXXXX or IDEA systems (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to or any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rulesuccessor systems thereto).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities shares of Common Stock to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Use its best efforts to facilitate the sale of shares of Common Stock to the public, without registration under the Securities Act, pursuant to Rule 144 under the Securities Act, provided that this shall not require the Company to file reports under the Securities Act or the Exchange Act at any time prior to the Company's being otherwise required to file such reports; (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after 90 days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (cd) During any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, make available the information required to be provided by Rule 144A(d)(4); (e) So long as a Holder owns any shares of Common Stock which constitute restricted securities under Rule 144 to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the ------------------ benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act;, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act. (b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) So long as a Purchaser owns any Registrable Securities to furnish to each holder of Registrable Securities, such Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder Purchaser may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Purchaser to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActStock, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) use its commercially reasonable efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish at any time after the Company has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself reporting requirements of the benefits of the exemptions under the Securities Act afforded by such RuleExchange Act).

Rule 144 Reporting. With a view to making available the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any comparable provision of the Commission Applicable Securities Law which may at any time permit the sale of the Registrable Securities to the public without registration or pursuant to a registration on Form S-3 or F-3 (but or any comparable form in no way reducing a jurisdiction other than the rights of the holders of United States), after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best efforts to:: Shareholders Agreement (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company's securities are listed), at all times after the consummation of any IPO; (b) Use reasonable, diligent efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Applicable Securities Act and the Exchange Act;Law; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of all Applicable Securities Laws at any time after it has become subject to such Rule 144 and reporting requirements or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Securities Act and the Exchange ActCompany's securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so as may be filed by the Company with the Commission, and (iii) such other reports and documents of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable such securities without registration or pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities in order to permit such holder to avail itself Laws of any jurisdiction where the benefits of the exemptions under the Securities Act afforded by such RuleCompany's securities are listed).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best good faith commercially reasonable efforts to: (a) make Make and keep public information available, regarding the Company available as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file 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;Act after it has become subject to such reporting requirements, for so long as the Company remains subject to such reporting requirements; and (c) So long as a Holder owns any Restricted Securities and the Company remains subject to the reporting requirements of the Securities Act and the Exchange Act, furnish to each holder of Registrable Securities, the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after 90 calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request, (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after 90 calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities 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), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (d) furnish to each Holder take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within the meaning its Common Stock under Section 12 of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulepublic is declared effective.

Rule 144 Reporting. With a view to making available to Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts all times to: (a) make and keep public information available, as those terms are understood within and defined in SEC Rule 144 under 144, after 90 days after the Securities Acteffective date of the first registration filed by the Company for an offering of its securities to the general public; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of so long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder the Holder may reasonably request in availing itself of complying with Greyrock Capital Registration Rights Agreement -------------------------------------------------------------------------------- any rule or regulation of the Commission SEC allowing such holder the Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. (a) With a view to making available to each Shareholder the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities Shares to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense agrees, until the Expiration Date, to use its best commercially reasonable efforts to: : (ai) make and keep public information available, as those terms are understood within and defined in Rule 144 144; (ii) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Securities Exchange Act;; and (iii) so long as a Shareholder Beneficially Owns any Shares or securities convertible into or exercisable for Shares, furnish to such Shareholder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144, and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as such Shareholder may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any Shares without registration. (b) For the avoidance of doubt, each Shareholder may sell any Shares in compliance with Rule 144, regardless of whether the Transaction Shelf Registration Statement has been filed with the SEC or is effective. The Company agrees, until the Expiration Date, to (i) make and keep public information available as those terms are understood and defined in Rule 144, (ii) use its commercially reasonable efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; Act and (ciii) so long as the Shareholders own any Shares, furnish to each holder of Registrable Securitiesthe Shareholders upon request, forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 144, and of 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 by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing or pursuant to a registration statement, if the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities Shares of the Company are registered under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (ai) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (bii) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements); (ciii) furnish to each holder of any Holder, so long as the Holder owns any Registrable SecuritiesShares, forthwith upon request request, (A) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities 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 a registration statement (at any time after it so qualifies) and (B) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (C) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (div) furnish provide notice in writing to each Holder that, at such time, has one or more designees on the Board of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser beginning and ending of any Registrable Securities “blackout period” in order connection with the Company’s publicly available issuances from time to permit such holder to avail itself time of the benefits of the exemptions under the Securities Act afforded by such Ruleearnings releases for fiscal quarters or fiscal years.

Rule 144 Reporting. With a view to making available the ------------------ benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act;, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"). (b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) So long as a Holder owns any Registrable Securities to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish . The Company will take action reasonably requested by a Holder to each Holder facilitate the transfer of Registrable Securities which is a "qualified institutional buyer" within the meaning pursuant to Rule 144 of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleof 1933.

Rule 144 Reporting. With a view to making available the benefits ------------------ of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActEchelon, the Company Echelon agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that Echelon becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file File with the Commission in a timely manner all reports and other documents required of the Company Echelon under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish Furnish to each holder of Registrable any Holder, so long as such Holder owns any Restricted Securities, forthwith upon request a written statement by the Company Echelon as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by Echelon for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the CompanyEchelon, and such other reports and documents so filed of Echelon and other information in the possession of or reasonably obtainable by the Company Echelon as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best all reasonable efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file 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;Act (at any time after it has become subject to such reporting requirements); and (c) furnish Furnish to each holder of Holder, so long as such Holder owns any Registrable Securities, and to the Founder, so long as the Founder owns any Founder's Stock, written notice of the Company's qualification as a registrant, as soon as practicable after such qualification; the Company further shall furnish forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of its compliance with the Securities Act and the Securities Exchange Act, Act (at any time after it has become subject to such reporting requirements); the Company shall provide forthwith upon written request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by of the Company as such holder Purchaser may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Purchaser to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts all times to: (a) make and keep public information available, as those terms are understood within and defined in SEC Rule 144 under 144, after ninety (90) days after the Securities Acteffective date of the first registration filed by the Company for an offering of its securities to the general public; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) furnish to each holder of so long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon reasonable request a written statement by the Company as to its compliance that it has complied with the reporting requirements of such said Rule 144 and (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), 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 under Form S-3 (at any time after it so qualifies) a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder the Holder may reasonably request in availing itself of complying with any rule or regulation of the Commission SEC allowing such holder the Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities restricted securities (as defined in Rule 144 and any other rule or regulation of the Commission) to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) So long as a Holder owns any Restricted Securities (as defined in Rule 144 under the Securities Act) to furnish to each holder of Registrable Securities, such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public) and of 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), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder Take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its Common Stock under Section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulegeneral public is declared effective.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of or pursuant to a registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best efforts to: (a) make 10.1 Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file 10.2 File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of 10.3 So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within SEC that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.Form F-3. EXHIBIT B

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActEchelon, the Company Echelon agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that Echelon becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended; (b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company Echelon under the Securities Act and the Securities Exchange Act;Act of 1934, as amended (at any time after it has become subject to such reporting requirements); and (c) So long as an Investor owns any Restricted Securities to furnish to each holder of Registrable Securities, the Investor forthwith upon request a written statement by the Company Echelon as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by Echelon for an offering of its securities to the general public), and of the Securities Act and the Securities Exchange ActAct of 1934, as amended (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the CompanyEchelon, and such other reports and documents so filed of Echelon and other information in the possession of or reasonably obtainable by the Company Echelon as such holder an Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder an Investor to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Registrable Security Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Registrable Security Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any or pursuant to a registration statement covering a public offering of securities of on Form F-3 or S-3, the Company under agrees, at any time after it has become subject to the reporting requirements of the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of and the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (c) furnish to each holder of any Registrable Security Holder, so long as the Registrable Security Holder owns any Registrable Securities, forthwith upon request request, (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), 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 F-3 or S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company and (iii) such other information as such holder may be reasonably request requested in availing itself any Registrable Security Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (d) furnish to each Holder take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its Common Shares under Section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Registrable Security Holders to utilize Form F-3 or S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulepublic is declared effective.

Rule 144 Reporting. With a view to making available facilitating the availability to the undersigned of the benefits of certain rules and regulations of the Commission Rule 144 which may at any time permit (if complied with) the sale of the Registrable Securities to Offering Shares (or portion thereof) by the public undersigned without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost to, during the period commencing upon the undersigned’s receipt of certificates evidencing the Offering Shares and expense to ending upon the second anniversary thereof, use its commercially reasonable best efforts to: (a) make Make and keep “current public information information” about the Company available, as those terms are understood within and defined in Rule 144 under the Securities Act; (b) file File with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Exchange Act and of 1934 (the “Exchange Act;”); and (c) So long as the undersigned owns any Offering Shares, furnish to each holder of Registrable Securities, the undersigned forthwith upon request request: a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 of the Securities Act, and of the Securities Exchange Act and the Exchange Act, (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the CompanyCompany filed with the Securities and Exchange Commission (the “SEC”), and such other reports and documents so filed by readily available to the Company as such holder the undersigned may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Register its Common Stock under Section 12(g) of the Securities Exchange Act, as soon as practicable, but in any event not later than ninety (90) days after the close of the Company’s first fiscal year following the effective date of the first registration statement filed by the Company relating to a public offering other than to employees of the Company under an employee option plan or employee stock purchase plan; (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) furnish Furnish to each holder of Registrable the Holders, so long as the Holders own any Restricted Securities, written notice of the Company’s qualification as a registrant, as soon as practicable after such qualification; the Company further shall furnish forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of its compliance with the Securities Act and the Securities Exchange Act, Act (at any time after it has become subject to such reporting requirements); the Company shall provide forthwith upon written request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by of the Company as such holder the Holders of Restricted Securities may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holders to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the ------------------ benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any or pursuant to a registration statement covering on Form S-3 (or successor form thereof), after such time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Exchange Act; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) So long as an Investor owns any Restricted Securities, to furnish to each holder of Registrable Securities, the Investor forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public) or its eligibility to register securities pursuant to Form S-3 (at any time after the end of the fiscal year in which the first registration statement under the Act filed by the Company becomes effective), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder an Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder an Investor to sell any Registrable Stock such securities without registration; and (d) furnish Beginning after the date on which the Company would otherwise be a registrant entitled to each Holder of use Form S-3 to register the Registrable Securities which is a "qualified institutional buyer" within Securities, take such additional actions as are reasonably necessary to make the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions Company eligible under the Securities Act afforded by such Ruleand the Exchange Act to use Form S-3 to register Registrable Securities, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities Shares held by Managers to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) registration, at all times after 90 days after any registration statement covering a public offering of securities the first underwritten Public Offering of the Company Company’s securities pursuant to an effective registration (other than on Form X-0, X-0 or a comparable form) under the Securities Act shall have has become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep available adequate current public information availablewith respect to the Company, as those terms are understood within the meaning of Rule 144 under the Securities Act144; (b) use its commercially reasonable efforts to 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; (c) furnish to each holder of Registrable Securitiesany Manager, forthwith upon request written request, (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Exchange Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and (ii) such other reports and documents so filed by the Company as such holder the Manager may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Manager to sell any Registrable Stock Shares without registration; and (d) furnish to each take such further action as any Holder of Registrable Securities which is a "qualified institutional buyer" 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 in transactions that would otherwise be permitted by this agreement and within the meaning limitation of Rule the exemptions provided by (i) Rules 144 or 144A or Regulation S under the Securities Act, promptly upon written request from as such Holder, such information as Rules may be required under Rule 144A for delivery amended from time to time, or (ii) any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of similar rule or regulation hereafter adopted by the benefits of the exemptions under the Securities Act afforded by such RuleCommission.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any or pursuant to a registration statement covering on Form S-3 (or successor form thereof), after such time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Exchange Act ; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) So long as an Investor owns any Restricted Securities, to furnish to each holder of Registrable Securities, the Investor forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public) or its eligibility to register securities pursuant to Form S-3 (at any time after the end of the fiscal year in which the first registration statement under the Act filed by the Company becomes effective), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder an Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder an Investor to sell any Registrable Stock such securities without registration; and (d) furnish Beginning after the date on which the Company would otherwise be a registrant entitled to each Holder of use Form S-3 to register the Registrable Securities which is a "qualified institutional buyer" within Securities, take such additional actions as are reasonably necessary to make the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions Company eligible under the Securities Act afforded by such Ruleand the Exchange Act to use Form S-3 to register Registrable Securities, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Register its Common Stock under Section 12(g) or 12(b) of the Exchange Act, as soon as practicable, but in any event not later than ninety (90) days after the close of the Company’s first fiscal year following the effective date of the first registration statement filed by the Company relating to a public offering other than to employees of the Company under an employee option plan or employee stock purchase plan; (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under 144, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (bc) file 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;Act (at any time after it has become subject to such reporting requirements); and (cd) So long as a Holder owns any Restricted Securities, furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of any other reporting requirements of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits ------------------ of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Use its best efforts to facilitate the sale of the Restricted Securities to the public, without registration under the Securities Act, pursuant to Rule 144 under the Securities Act, provided that this shall not require the Company to file reports under the Securities Act and the Exchange Act at anytime prior to the Company's being otherwise required to file such reports. (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after ninety (90) days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) file 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 such reporting requirements); (cd) So long as a Holder owns any Restricted Securities to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities Subject Shares to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best commercially reasonable efforts to: (a) make and keep public information regarding the Company available, as those terms are understood within and defined in Rule 144 under the Securities ActAct (“Rule 144”) (or any similar provision then in effect), at all times; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct at all times; (c) furnish to each holder of Registrable Securities(i) if accurate, forthwith upon request request, a written statement by of the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 (or any similar provision then in effect) and of (ii) unless otherwise available via the Securities Act and Commission’s EXXXX filing system, to the Exchange Act, Stockholders (upon request) a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by as the Company as such holder Stockholders may reasonably request in availing itself themselves of any rule or regulation of the Commission allowing such holder the Stockholders to sell any Registrable Stock such securities without registration; and (d) furnish if at any time there is in place an effective registration statement to each Holder cover the sale of Registrable Securities which is a "qualified institutional buyer" within all or any portion of the meaning of Rule 144A under Subject Shares, or if the Securities Act, promptly upon written request from such Holder, such information as Subject Shares may be sold such that a restrictive legend is not required under Rule 144A for delivery to any prospective purchaser applicable requirements of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded (including judicial interpretations and pronouncements issued by the staff of the Commission), then the Company agrees that at such Ruletime as any restrictive legend is no longer required, it will upon the request of the Stockholder, promptly provide AST with a legal opinion issued by the Company’s legal counsel (at the Company’s sole cost and expense) in form and substance that is acceptable to AST that the Subject Shares are not required to bear a restrictive legend and shall instruct AST to promptly remove any such legends from the Subject Shares.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) Use its best efforts to 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;Act (at any time after it has become subject to such reporting requirements); and (c) So long as a Holder owns any Restricted Securities to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Use its best efforts to facilitate the sale of the Restricted Securities to the public, without registration under the Securities Act pursuant to Rule 144 under the Securities Act ("Rule 144"), provided that nothing contained in this Section 1.8 shall require the Company to file reports under the Securities Act and the Exchange Act at anytime prior to the Company's being otherwise required to file such reports. (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) Use its best efforts to 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, as amended (at any time after it has become subject to such reporting requirements); (cd) So long as a Purchaser owns any Restricted Securities, to furnish to each holder of Registrable Securities, the Purchaser forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), (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 as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.report

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActForm S-3, the Company agrees at its cost and expense to use its best reasonable efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after the effective date of the IPO; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act at any time after it has become subject to such reporting requirements; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of 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 where securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company or other information, and such other reports and documents so filed by the Company or other information as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish registration or pursuant to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make a. Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date on which the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time (the "Exchange Act"); (b) b. Use its reasonable commercial efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) c. So long as an Investor owns any Restricted Securities to furnish to each holder of Registrable Securities, the Investor forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder an Investor may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder an Investor to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) Use its best efforts to facilitate the sale of the Restricted Securities to the public, without registration under the Securities Act, pursuant to Rule 144 under the Securities Act, provided that this shall not require the Company to file reports under the Securities Act and the Exchange Act at any time prior to the Company's being otherwise required to file such reports. (b) Use its best efforts to make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after ninety (90) days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) Use its best efforts to then 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, as amended (at any time after it has become subject to such reporting requirements); (cd) So long as any Holder holds any Restricted Securities to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Purchaser the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of Registration or pursuant to a Registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best commercially reasonable efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) 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;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of so long as the Purchaser owns any Registrable Securities, (x) furnish to the Purchaser forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by of the Company as such holder the Purchaser may reasonably request in availing itself of any rule or regulation of the Commission allowing that permits the selling of any such holder securities without Registration or pursuant to sell any Registrable Stock without registrationForm F-3; and and (dy) furnish to each Holder procure the removal of Registrable Securities which is a "qualified institutional buyer" within the meaning legend on the restricted securities of Rule 144A under the Securities ActCompany held by the Purchaser, promptly upon written request from if any, in connection with the resale by the Purchaser of such Holder, such information as may be required securities under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Use its best efforts to facilitate the sale of the Restricted Securities to the public, without registration under the Securities Act, pursuant to Rule 144 under the Securities Act, provided that this shall not require the Company to file reports under the Securities Act and the Exchange Act at anytime prior to the Company's being otherwise required to file such reports. (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after ninety (90) days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) file 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 such reporting requirements); (cd) So long as a Holder owns any Restricted Securities to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effectiveregistration, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, beginning ninety (90) days after (i) the effective date of the first registration statement filed by the Company for an offering of its securities to the general public, (ii) the Company registers a class of securities under Section 12 of the Securities Exchange Act of 1934, as amended, or (iii) the Company issues an offering circular meeting the requirements of Regulation A under the Securities Act; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct of 1934, as amended (at any time after it has become subject to such reporting requirements); (c) furnish Furnish to each holder of Registrable Securities, forthwith any Holder promptly upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Securities Exchange ActAct of 1934 (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Stockholder the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any other rule or regulation of the Commission which that may at any time permit the sale a Stockholder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Stockholders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the 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 (cd) furnish to each holder of any Stockholder, so long as the Stockholder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after 90 days after the effective date of the first registration statement filed by the Company), 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), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (iii) such other information as such holder may be reasonably request requested in availing itself any Stockholder of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleForm S-3.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission SEC which may at any time permit the sale of the Holders to sell Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best commercially reasonable efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of Holder upon request, as long as such Holder owns any Registrable Securities, forthwith upon request (A) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and of the Securities Exchange Act and the Exchange Act, (B) a copy of the most recent annual or quarterly periodic report of the Company, Company and such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder a Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish at any time after the Company has become subject to each the reporting requirements of the Exchange Act). If any Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from proposes to dispose any Class A Ordinary Shares then held by such Holder, such information as may Holder or convert any Class A Ordinary Shares to ADSs that can be required under Rule 144A for delivery offered to any prospective purchaser of Person without any Registrable Securities restriction whatsoever, in each case pursuant to Rule 144, the Company shall use commercially reasonable efforts to promptly take all steps reasonably requested by such Holder in order to permit facilitate the timely disposition of such holder Class A Ordinary Shares or the conversion of such Class A Ordinary Shares into such ADSs pursuant to avail itself Rule 144, including without limitation (i) to cause an opinion of legal counsel to be prepared (at the Company’s expense) in customary form regarding the eligibility of such Holder to dispose such Class A Ordinary Shares or to convert such Class A Ordinary Share into such ADSs in each case pursuant to Rule 144 and (ii) to reasonably cooperate with such Holder and/or the Depositary, as applicable, to facilitate the timely disposition or conversion, as the case may be, of Class A Ordinary Shares pursuant to Rule 144; provided, however, that such Holder shall provide written confirmation to the reasonable satisfaction of the benefits Company’s outside counsel that such Holder proposed resale of any Class A Ordinary Shares then held by such Holder or conversion of any Class A Ordinary Shares to ADSs may be effected in accordance with the exemptions requirements of Rule 144 or another exemption from the registration requirements under the Securities Act afforded by such Ruleor is not otherwise subject to any restrictions set forth in the Company’s xxxxxxx xxxxxxx policy.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities shares held by person deemed “affiliates” of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant (“Affiliates”) and Restricted Securities to the requirements of Section 12 of the Exchange Actpublic without registration, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after the effective date of the Initial Public Offering; (b) Use commercially reasonable efforts to 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;Act at any time after it has become subject to such reporting requirements; and (c) So long as a Holder is an Affiliate or owns any Restricted Securities, furnish to each holder of Registrable Securitiesthe Holder forthwith, forthwith upon request request: (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) copies of such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and. (d) furnish At such times as the Company shall comply with the listing requirements for any national stock exchange, NASDAQ™, or any similar quotation service, the Company will use its best efforts to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from obtain and maintain active status in at least one such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rulestock exchange or market quotation service.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which SEC that may at any time permit the sale of the Registrable Securities shares of Common Stock to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) use its best efforts to facilitate the sale of shares of Common Stock to the public, without registration under the Securities Act, pursuant to Rule 144 under the Securities Act, provided that this shall not require the Company to file reports under the Securities Act or the Exchange Act at any time prior to the Company's being otherwise required to file such reports; (b) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after ninety (90) days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (cd) during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, make available the information required to be provided by Rule 144A(d)(4); (e) so long as a Holder owns any shares of Common Stock which constitute restricted securities under Rule 144 to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits ------------------ of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActParent, the Company Parent agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Parent for an offering of its securities to the general public; (b) Use reasonable, diligent efforts to file with the Commission in a timely manner all reports and other documents required of the Company Parent under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as Holder owns any Registrable Securities, to furnish to the Holder forthwith upon request a written statement by the Company Parent as to its compliance with the reporting requirements of such said Rule 144 and of 144, the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the CompanyParent, and such other reports and documents so filed by of the Company Parent as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission which SEC that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best diligent efforts to: (a) make and keep public information available, as those terms are understood within and defined in SEC Rule 144 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Securities 1934 Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities 1933 Act and the Exchange 1934 Act;; and (cd) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such SEC Rule 144 and (at any time after ninety (90) days after the effective date of the Securities first registration statement filed by the Company), the 1933 Act and the Exchange Act1934 Act (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), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities SEC which is a "qualified institutional buyer" within permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of Restricted Securities (used herein as defined in Rule 144 under the Registrable Securities Act) to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best lawful efforts to: (a) make 2.8.1 Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times during which the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) file 2.8.2 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 all times during which the Company is subject to such reporting requirements); and 2.8.3 So long as any Holder of Registrable Securities owns any Restricted Securities (as defined in Rule 144 promulgated under the Securities Act; (c) ), to furnish to each holder of Registrable Securities, such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and of with regard to the Securities Act and the Exchange ActAct (at all times during which the Company is subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder Holder of Registrable Securities may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities restricted securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (ai) make and keep public information available, available as those terms are understood within and defined in Rule 144 under the Securities ActAct ("RULE 144"), at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bii) 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;Act at any time after it has become subject to such reporting requirements; and (ciii) furnish to each holder of so long as the Holder owns any Registrable Securities, forthwith furnish to the Holder upon request request, a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by as the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Holder to sell any Registrable Stock such securities without registration; and. (div) furnish to each Holder Notwithstanding anything contained in this Agreement, if any of Holders Registrable Securities which is a "qualified institutional buyer" within have not been included in an effective Registration, then any of such Holder's Registrable Securities can be sold pursuant to Rule 144. The registration rights set forth in this Section 2 shall remain available to any Holder even if, in the meaning opinion of counsel to the Company, all of the Registrable Securities then owned by such Holder could be sold in any 90-day period pursuant to Rule 144 (without giving effect to the provisions of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144(k)).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Restricted Securities to the public without registration registration, the Company agrees to use its commercially reasonable efforts to: (but a) Make and keep public information regarding the Company available as those terms are understood and defined in no way reducing the rights of the holders of such Registrable Securities) Rule 144, at all times from and after 90 days after any registration statement covering a public offering of securities the effective date of the Company first registration under the Securities Act shall have become effectivefiled by the Company for an offering of its securities to the general public; (b) Take such action, or at all times after including the voluntary registration of its Common Stock of the Company shall initially be registered pursuant to the requirements of under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company agrees at for the offering of its cost and expense securities to use its best efforts to: (a) make and keep the general public information available, as those terms are understood within Rule 144 under the Securities Actis declared effective; (bc) file 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;Act at any time after it has become subject to such reporting requirements; and (cd) So long as a Holder owns any Restricted Securities, furnish to each holder of Registrable Securities, the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Purchaser the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of Registration or pursuant to a Registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best commercially reasonable efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) 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;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of so long as the Purchaser owns any Registrable Securities, (x) furnish to the Purchaser forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by of the Company as such holder the Purchser may reasonably request in availing itself of any rule or regulation of the Commission allowing that permits the selling of any such holder securities without Registration or pursuant to sell any Registrable Stock without registrationForm F-3; and and (dy) furnish to each Holder procure the removal of Registrable Securities which is a "qualified institutional buyer" within the meaning legend on the restricted securities of Rule 144A under the Securities ActCompany held by the Purchaser, promptly upon written request from if any, in connection with the resale by the Purchaser of such Holder, such information as may be required securities under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities Shares and Warrant Shares to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under 144, at all times that the Company is subject to the reporting requirements of the Securities ActAct or the Securities Exchange Act of 1934, as amended; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act;Act of 1934, as amended (at any time after it has become subject to such reporting requirements); and (c) So long as a Holder owns any Shares or Warrant Shares to furnish to each holder of Registrable Securities, the Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Securities Exchange ActAct of 1934 (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Purchaser may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder a Purchaser to sell any Registrable Stock such securities without registration; and (d) furnish . The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to each Holder of Registrable the extent required from time to time to enable such Person to sell such Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions without registration under the Securities Act afforded within the requirements of the exemption provided by such RuleRule 144.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any other rule or regulation of the Securities and Exchange Commission which that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, available as those terms are understood within Rule 144 under and defined in the Securities Actand Exchange Commission Rule 144; (b) use its best efforts to take such action, including the voluntary registration of its Common Stock under Section 12 of the Securities Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities; (c) use its best efforts to file with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request, (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Securities and Exchange Commission Rule 144 and (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities 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), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Securities and Exchange Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing or pursuant to a registration statement, if the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities Shares of the Company are registered under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (ai) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (bii) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements); (ciii) furnish to each holder of any Holder, so long as the Holder owns any Registrable SecuritiesShares, forthwith upon request request, (A) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities 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 a registration statement (at any time after it so qualifies) and (B) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (C) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (div) furnish provide notice in writing to each Holder that then has one or more designees on the Company’s board of Registrable Securities which is a "qualified institutional buyer" within directors of the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser beginning and ending of any Registrable Securities “blackout period” in order connection with the Company’s publicly issuances from time to permit such holder to avail itself time of the benefits of the exemptions under the Securities Act afforded by such Ruleearnings releases for fiscal quarter or fiscal years.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts toshall: (a) make and keep public information regarding the Company available, as those terms are understood within and defined in Rule 144 under the Securities Act144; (b) 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; (c) furnish upon the request of any Holder, together with its Affiliates, wishing to each holder sell any Registrable Securities under Rule 144 on a date no less than six (6) months after the date on which the Purchased Securities are issued, and at the Company’s sole expense, cause its legal counsel to issue a Rule 144 legal opinion for the resale of the Purchased Securities, as long as the conditions of Rule 144 apply. If the Company does not cause its counsel to issue a Rule 144 legal opinion within ten (10) Business Days of a request by the Holder, then the Holder may choose its own legal counsel to issue said opinion, which the Company will not unreasonably oppose and shall take all commercially reasonable steps to facilitate, and the Company shall reimburse the Holder for all of its legal fees related thereto; and (d) so long as a Holder, together with its Affiliates, owns any Registrable Securities, (i) unless otherwise available at no charge by access electronically to the Commission’s EDXXX xiling system (or any successor system), furnish to such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of 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 by the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder to sell any Registrable Stock such securities without registration; and registration and (dii) to the extent accurate, furnish to each such Holder upon reasonable request a written statement of Registrable Securities which is a "qualified institutional buyer" within the meaning Company that it has complied with the reporting requirements of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144.

Rule 144 Reporting. With a view to making available the benefits ------------------ of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) Take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) Use its best efforts to 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;1934 Act (at any time after it has become subject to such reporting requirements); and (cd) furnish to each holder of So long as a Holder owns any Registrable Securities, forthwith to furnish to the Holder upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange 1934 Act (at any time after it has become subject to the reporting requirements of the 1934 Act), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish at any time after the Company has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself reporting requirements of the benefits of the exemptions under the Securities Act afforded by such Rule1934 Act).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best reasonable efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act;, at all times after the date that the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended. (b) Use its reasonable efforts to file with the Commission commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act;") (at any time after it has become subject to such reporting requirements); and (c) So long as a Holder owns any Restricted Securities, to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company with the Commission on a non-confidential basis as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish provided, however, that no such copies shall need to each Holder of Registrable Securities which is a "qualified institutional buyer" within be provided -------- ------- by the meaning of Rule 144A under Company if such reports or documents are available from the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleCommission's internet XXXXX database.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Securities and Exchange Commission (the "Commission") which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing registration, after such time as a public market exists for the rights Securities of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActHolding Company, the Holding Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file 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 such reporting requirements); and (c) So long as the Seller owns any of the Securities, to furnish to each holder of Registrable Securities, the Seller forthwith upon request a written statement by the Holding Company as to its compliance with the reporting requirements of such Rule 144 (at any time after ninety days after the effective date of the first registration statement filed by the Holding Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act(at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Holding Company, and such other reports and documents so filed of the Holding Company and other information in the possession of or reasonably obtainable by the Holding Company as such holder the Seller may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Seller to sell any Registrable Stock of the Securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Securities and Exchange Commission (the "COMMISSION") which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing registration, after such time as a public market exists for the rights Securities of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActHolding Company, the Holding Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file 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 such reporting requirements); and (c) So long as the Seller owns any of the Securities, to furnish to each holder of Registrable Securities, the Seller forthwith upon request a written statement by the Holding Company as to its compliance with the reporting requirements of such Rule 144 (at any time after ninety days after the effective date of the first registration statement filed by the Holding Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act(at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Holding Company, and such other reports and documents so filed of the Holding Company and other information in the possession of or reasonably obtainable by the Holding Company as such holder the Seller may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Seller to sell any Registrable Stock of the Securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any comparable provision of the Commission Applicable Securities Law which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-0, X-0, X-0 or F-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct (or comparable provision under Applicable Securities Law in any jurisdiction where the Company’s securities are listed), at all times; (b) use reasonable, diligent efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Applicable Securities Act and the Exchange Act;Law; and (c) furnish to each holder of so long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (1) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and all Applicable Securities Law, or whether it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities Law of any jurisdiction where the Securities Act and the Exchange ActCompany’s securities are listed), (2) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so as may be filed by the Company with the Commission, and (3) such other reports, documents or information of the Company, as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable such securities without registration or pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities in order to permit such holder to avail itself Law of any jurisdiction where the benefits of the exemptions under the Securities Act afforded by such RuleCompany’s securities are listed).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of time as the Company under the Securities Act shall have has become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant subject to the reporting requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after 90 days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) use its commercially reasonable efforts to 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;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public) and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish at any time after the Company has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself reporting requirements of the benefits of the exemptions under the Securities Act afforded by such RuleExchange Act).

Rule 144 Reporting. With a view The Company agrees that to making available the benefits of certain rules and regulations extent reasonably necessary to permit the Shareholder to sell shares of the Commission which may at any time permit Shareholder Common Stock in accordance with 3 and in reliance on Rule 144, and for so long as such shares are owned by the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of Shareholder and such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company shares are not registered for resale under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to will use its reasonable best efforts to: (a) make Make and keep public information available, as those terms are understood available within the meaning of Rule 144 under the Securities Act, at all times from and after the date of the Closing (the "Closing Date"); (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;; and (c) furnish So long as the Shareholder owns any Shareholder Common Stock issued to each holder of Registrable Securitiesthe Shareholder pursuant to the Note and the transactions contemplated thereby, forthwith inform such person upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, and provide a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by with the Company SEC and available to the public as such holder may reasonably request be requested in availing itself the Shareholder of any rule or regulation of the Commission SEC allowing a sale of any such holder to sell any Registrable Stock securities without registration; and (d) furnish . Anything to each Holder the contrary contained in this Section 2.2 notwithstanding, the Company may deregister any of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A its securities under the Securities Act, promptly upon written request from such Holder, such information Exchange Act if it is then permitted to do so pursuant to the Exchange Act in which case the provisions of this Section 2.2 insofar as may they relate to obligations to make filings under the Exchange Act that would no longer be required under Rule 144A for delivery as a result of such delisting shall be of no further force or effect. Nothing in this Section shall be deemed to limit in any prospective purchaser manner the restriction on sales of any Registrable Securities Shareholder Common Stock contained in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rulethis Agreement.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of Restricted Securities (used herein as defined in Rule 144 under the Registrable Securities Act) to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best lawful efforts to: (a) make 3.6.1 Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times during which the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) file 3.6.2 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;Act (at all times during which the Company is subject to such reporting requirements); and (c) furnish to each 3.6.3 So long as any holder of Registrable SecuritiesSecurities owns any Restricted Securities (as defined in Rule 144 promulgated under the Securities Act), to furnish to such holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and of with regard to the Securities Act and the Exchange ActAct (at all times during which the Company is subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder of Registrable Securities may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the holders of Registrable Securities benefits of certain rules and regulations of the Securities and Exchange Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing registration, after the rights completion of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actparagraph 1 or 2 above, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Securities and Exchange Commission Rule 144 under the Securities Act144, or any successor provision thereto, at all times; (b) use its commercially reasonable efforts to file with the 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; (c) so long as any Person owns any Registrable Securities (or other securities of the Company), to furnish to each holder of Registrable Securities, such Person forthwith upon its request a written statement by the Company as to its the Company’s compliance with the reporting requirements of such Rule 144 and of 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 by the Company as such holder Person may reasonably request in availing itself of any rule or regulation of the Securities and Exchange Commission allowing such holder Investor to sell any Registrable Stock such Securities without registration; and (d) furnish to each Holder take any further action reasonably requested by any holder of Registrable Securities which is to enable such Person to sell its Registrable Securities without registration under Rule 144, under any successor provision, or any similar rule or regulation promulgated by the Securities and Exchange Commission from time to time, including delivery upon such holder’s request of a "qualified institutional buyer" within written statement as to whether the meaning Company has complied with the requirements of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of or pursuant to a registration on Form S-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) So long as the Investors own any Restricted Securities, to furnish to each holder of Registrable Securities, the Investors forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder the Investors may reasonably request in availing itself themselves of any rule or regulation of the Commission allowing such holder the Investors to sell any Registrable Stock such securities without registration; and (d) furnish Take such actions as are necessary to each Holder enable the Holders to utilize Form S-3 pursuant to Section 1.4 for the sale of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleSecurities.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities Subject Shares to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best commercially reasonable efforts to: (a) make and keep public information regarding the Company available, as those terms are understood within and defined in Rule 144 under the Securities ActAct (“Rule 144”) (or any similar provision then in effect), at all times; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct at all times; (c) furnish to each holder of Registrable Securities(i) if accurate, forthwith upon request request, a written statement by of the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 (or any similar provision then in effect) and of (ii) unless otherwise available via the Securities Act and Commission’s XXXXX filing system, to the Exchange Act, Stockholders (upon request) a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by as the Company as such holder Stockholders may reasonably request in availing itself themselves of any rule or regulation of the Commission allowing such holder the Stockholders to sell any Registrable Stock such securities without registration; and (d) furnish if at any time there is in place an effective registration statement to each Holder cover the sale of Registrable Securities which is a "qualified institutional buyer" within all or any portion of the meaning of Rule 144A under Subject Shares, or if the Securities Act, promptly upon written request from such Holder, such information as Subject Shares may be sold such that a restrictive legend is not required under Rule 144A for delivery to any prospective purchaser applicable requirements of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded (including judicial interpretations and pronouncements issued by the staff of the Commission), then the Company agrees that at such Ruletime as any restrictive legend is no longer required, it will upon the request of the Stockholder, promptly provide AST with a legal opinion issued by the Company’s legal counsel (at the Company’s sole cost and expense) in form and substance that is acceptable to AST that the Subject Shares are not required to bear a restrictive legend and shall instruct AST to promptly remove any such legends from the Subject Shares.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing or pursuant to a registration statement, if the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities Shares of the Company are registered under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (ai) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (bii) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements); (ciii) furnish to each holder of any Holder, so long as the Holder owns any Registrable SecuritiesShares, forthwith upon request request, (A) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities 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 a registration statement (at any time after it so qualifies) and (B) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (C) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (div) furnish provide notice in writing to each Holder that, at such time, has one or more designees on the Board of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser beginning and ending of any Registrable Securities “blackout period” in order connection with the Company’s publicly available issuances from time to permit such holder to avail itself time of the benefits of the exemptions under the Securities Act afforded by such Ruleearnings releases for fiscal quarter or fiscal years.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which SEC that may at any time permit the sale of the Registrable Securities shares of Common Stock to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Use its best efforts to facilitate the sale of shares of Common Stock to the public, without registration under the Securities Act, pursuant to Rule 144 under the Securities Act, provided that this shall not require the Company to file reports under the Securities Act or the 1934 Act at any time prior to the Company's being otherwise required to file such reports; (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after ninety (90) days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act1934 Act (at any time after it has become subject to such reporting requirements); (cd) During any period in which the Company is not subject to Section 13 or 15(d) of the 1934 Act, make available the information required to be provided by Rule 144A(d)(4); (e) So long as a Holder owns any shares of Common Stock which constitute restricted securities under Rule 144, furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and of the Securities Act and the Exchange 1934 Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act;, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"); ------------ (b) file 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;Act (at any time after it has become subject to such reporting requirements); and (c) So long as a Warrant Holder owns any Restricted Securities, to furnish to each holder of Registrable Securities, the Warrant Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Warrant Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Warrant Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.