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 SEC that may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (ai) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144"), at all times; (bii) use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so long as a the Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (ai) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144"), at all times; (bii) use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so long as a the Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act; (b) Use reasonable efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so So long as a Holder owns any Restricted Registrable Securities, to furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said 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 of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to Holders the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts at all times to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Registrable Securities, to furnish to the such Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said 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 a the Holder may reasonably request in availing itself of complying with any rule or regulation of the SEC allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (ai) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144"); (bii) use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so long as a any Holder owns any Restricted Registrable Securities, furnish to the such Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a such Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a such Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to the Holder the benefits of certain rules and regulations of the SEC that may Commission which at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act; (b) file with the SEC commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a any Holder owns any Restricted unregistered Registrable Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed of the Company as a the Holder may reasonably request in availing itself Holder of any rule or regulation of the SEC Commission allowing a Holder to sell the sale of any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, for so long as Holders own any Registrable Securities, the Company agrees to use its best efforts to: (a) make Make and keep adequate adequate, current public information regarding the Company available available, as those terms are understood required by and defined in Rule 144, at all times; (b) Use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and; (c) so So long as a Holder owns any Restricted SecuritiesRegistrable Security, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of the Securities Act and the Exchange Act144, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder stockholder of the Company to sell any such securities without registration; and (d) Take such further action as a Holder may reasonably request.

Rule 144 Reporting. With a view to making available to Holders the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts at all times to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Registrable Securities, to furnish to the such Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of 144, the Securities Act 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 a the Holder may reasonably request in availing itself of complying with any rule or regulation of the SEC allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (ai) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144"); (bii) use its reasonable best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so long as a the Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144144 under the Securities Act; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its best commercially reasonable efforts to: (ai) make Make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144144 under the Securities Act; (bii) file File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so So long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (ai) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144"); (bii) use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so long as a the Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144; (b) Use commercially reasonable efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Exchange Act and of 1934, as amended (the “Exchange Act”) at such times as the Company is subject to the reporting requirements under Section 13 of the Exchange Act; and; (cb) so So long as a Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 under the Exchange Act as a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of exemption provided by Rule 144 under the SEC that Securities Act, which may at any time permit the sale of the Restricted Securities Parent Stock to the public without registrationregistration in accordance with such exemption, the Company Parent agrees to use its best efforts to: (a) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144;144 under the Securities Act, at all times. (b) file File with the SEC in a timely manner all reports and other documents required of the Company Parent under the Securities Act and the Exchange Act; and (c) so So long as a Holder owns any Restricted SecuritiesParent Stock, to furnish to the Holder forthwith upon written request a written statement by the Company Parent as to its compliance with the reporting requirements of Rule 144 and of 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 of Parent and other information in the possession of or reasonably obtainable by Parent as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (ai) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act (“Rule 144”), at all times; (bii) use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so long as a the Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (ai) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act ("RULE 144"), at all times; (bii) use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so long as a the Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company Corporation agrees to use its best efforts to: (ai) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act; (bii) file File with the SEC Commission in a timely manner all reports and other documents required of the Company Corporation under the Securities Act and the Exchange Act; and (ciii) so So long as a Holder owns any Restricted 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 said Rule 144 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the CompanyCorporation, and such other reports and documents so filed of the Corporation as a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may at any time permit the sale of the Restricted Securities Warrant Shares to the public without registration, on and after the completion of the Company's initial public offering, the Company agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144; (b) use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Securities, furnish to the each Holder forthwith upon written 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 a such Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a such Holder to sell any such securities and Warrant Shares without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Restricted Securities to the public without registration, the Company PURCHASER agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company PURCHASER available as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company PURCHASER under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company PURCHASER as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the CompanyPURCHASER, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit facilitating the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) make : Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in SEC Rule 144; (b) file 144 or any similar 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; File with the SEC 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) so and So long as a Holder owns any Restricted Registrable Securities, furnish to the such Holder forthwith upon written request request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 of the Securities Act, 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 as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder it to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144144 under the Securities Act; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act; (b) file File with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so So long as a Holder owns any Restricted Registrable Securities, to furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said 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 of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to Purchaser the benefits of certain rules and regulations of the SEC that which may permit the sale Purchaser to sell securities of the Restricted Securities Company to the public without registration, the Company agrees to use its best efforts to: (a) make Make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144144 under the Securities Act; (b) Use its commercially reasonable best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so So long as a Holder Purchaser owns any Restricted Registrable Securities, furnish to the Holder Purchaser forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of 144, the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder Purchaser to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC Commission that may permit the sale of the Restricted Securities Shares to the public without registration, the Company agrees to use its best commercially reasonable efforts to: (ai) make Make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144144 under the Securities Act; (bii) file File with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so So long as a the Holder owns holds this Warrant or any Restricted Securitiesequity securities of the Company, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to Holders the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts at all times to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Registrable Securities, to furnish to the such Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report reports of the Company, and such other reports and documents so filed by the Company as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a such Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (ai) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act ("RULE 144"); (bii) use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so long as a any Holder owns any Restricted Registrable Securities, furnish to the such Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a such Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a such Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (ai) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act (“Rule 144”); (bii) use its reasonable best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActExchange; and (ciii) so long as a the Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC Commission that may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (aA) make Make and keep adequate public information regarding the Company available as as, those terms are understood and defined in Rule 144, at all times from and after the date hereof; (bB) file File with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and; (cC) so So long as a Holder owns any Restricted Securitiesrestricted securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 as a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that which may at any time permit the sale of the Restricted Securities Shares to the public without registration, the Company agrees to use its best efforts to: (a) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Act, at all times after the date hereof; (b) Use reasonable, diligent efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act; and (c) so So long as a Holder owns the Warrant or any Restricted SecuritiesShares, to furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 144, 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 of the Company as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC Commission that may at any time permit the sale of the Restricted Registrable Securities to the public without registration, for so long as any Holder owns any Registrable Securities, the Company agrees to use its best efforts to: (a) make Make and keep adequate adequate, current public information regarding the Company available available, as those terms are understood and defined in Rule 144, at all times; (b) file File with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so So long as a any Holder owns any Restricted Registrable Securities, furnish to the such Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act144, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a such Holder to sell any such securities without registration; proviced, that the Company shall not be required to provide, under this paragraph, any reports or documents which are publicly available on the Commission’s XXXXX system.

Rule 144 Reporting. With a view to making available the benefits ------------------ of certain rules and regulations of the SEC that Commission which may at any time permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act; (b) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Securities, to furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 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 a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that may at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to Buyer shall use its reasonable best efforts to: (a) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144144 under the Securities Act, at all times; (b) file with the SEC in a timely manner all reports and other documents required of the Company Buyer under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted unregistered Registrable Securities, furnish to the Holder forthwith such Holder, upon written request any reasonable request, a written statement by the Company Buyer as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the CompanyBuyer, and such other reports and documents so filed of the Buyer as a such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC Commission that may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its best efforts to: (a) make Make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144144 under the Securities Act; (b) file File with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and; (c) so So long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 as a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) At all times make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act; (b) file File with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Exchange Act and the Exchange Act; andof 1934, as amended; (c) so So long as a Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of the Securities Act and the Exchange Act144, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed possession of or reasonably obtainable by the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that which may permit the sale a Holder to sell securities of the Restricted Securities Company to the public without registration, the Company agrees to use its best efforts to: (a) make Make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144144 under the Securities Act; (b) Use its commercially reasonable best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so So long as a Holder owns any Restricted Registrable Securities, furnish to the such Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of 144, the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that may which at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to: (ai) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act, at all times; (bii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so long as a Holder owns any Restricted unregistered Registrable Securities, furnish to the such Holder forthwith upon written any reasonable request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, 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 of the Company as a such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act, at all times; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a the Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith promptly upon written request a written statement by the Company as to its compliance with the reporting requirements of said 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 of the Company as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company Corporation agrees to use its best efforts to: : (ai) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144; 144 under the Securities Act; (bii) file File with the SEC Commission in a timely manner all reports and other documents required of the Company Corporation under the Securities Act and the Exchange Act; and and (ciii) so So long as a Holder owns any Restricted 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 said Rule 144 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the CompanyCorporation, and such other reports and documents so filed of the Corporation as a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to Holders the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts at all times to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Registrable Securities, to furnish to the such Holder forthwith upon promptly following Holder's written request a written statement by the Company as to its compliance with the reporting requirements of said 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 a the Holder may reasonably request in availing itself of complying with any rule or regulation of the SEC allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to Holders the benefits ------------------- of certain rules and regulations of the SEC that which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts at all times to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Registrable Securities, to furnish to the such Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report reports of the Company, and such other reports and documents so filed by the Company as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a such Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that which may from time to time permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) make 1.9.1. Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144(c) under the Securities Act, at all times; (b) file 1.9.2. File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so 1.9.3. So long as a Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith promptly upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company company agrees to use its best efforts to: : (ai) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144; "), at all times; (bii) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (ciii) so long as a Holder owns any Restricted Registrable Securities, furnish to the such Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Securities Shares to the public without registration, the Company agrees to use its reasonable best efforts to: (a) make Make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144144 under the Securities Act, at all times; (b) file File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so So long as a Holder the Purchaser owns any Restricted SecuritiesShares, furnish to the Holder Purchaser forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements requirement of 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 as a Holder the Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder the Purchaser to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Restricted Securities to the public without registration, the Company Purchaser agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company Purchaser available as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company Purchaser under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company Purchaser as to its compliance with the reporting requirements of Rule 144 and of 144, the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the CompanyPurchaser, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC Commission that may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best commercially reasonable efforts to: (a) make Make and keep adequate current public information regarding with respect to the Company available as those terms are understood and defined in accordance with Rule 144144 under the Securities Act, at all times; (b) file File with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so So long as a Holder the Holders owns any Restricted Registrable Securities, furnish to the each Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 as a such Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a such Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its best efforts to: (a) use its best efforts to make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144144 under the Securities Act at all times; (b) use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a the Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission, which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, for a period of two years following the Closing Date, the Company agrees to use its best efforts to: (a) make Make and keep adequate adequate, current public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Act, at all times; (b) file File with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so So long as a the Holder owns any Restricted Registrable Securities, to furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of the Securities Act and the Exchange Act144, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (ai) at all times make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144"); (bii) use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (ciii) so long as a the Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a the Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view In order to making available maintain the benefits availability of certain rules and regulations of the SEC Commission that may permit the sale of the Restricted Securities restricted Shares to the public without registration, the Company agrees to use its best efforts to: (a) at all times make and keep adequate public information regarding the Company available to the public as those terms are understood and defined in required by Rule 144144(c) of the Securities Act; (b) file with the SEC Commission in a timely manner all reports reports, filings, instruments and other documents required of the Company under the by Securities Act and the Exchange Act; andLaws; (c) so long as a Holder owns any Restricted Securitiesrestricted Shares, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange ActLaws, including, without limitation, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts at all times after the date of this Rights Agreement to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns the Holders own any Restricted Registrable Securities, furnish to the Holder Holders forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report reports of the Company, and such other reports and documents so filed by the Company as a Holder the Holders may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder the Holders to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in SEC Rule 144144 or any similar or analogous rule promulgated under the Securities Act; (b) file File with the SEC 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) so So long as a Holder owns any Restricted Registrable Securities, furnish to the such Holder forthwith upon written request request: a written statement by the Company as to its compliance with the reporting requirements of 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 Company, ; and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder it to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to Holder the benefits of certain rules and regulations of the SEC that may Commission which at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act, at all times; (b) file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted unregistered Registrable Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed of the Seller as a Holder may reasonably request in availing itself Holder of any rule or regulation of the SEC Commission allowing a Holder to sell the sale of any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts toshall: (a) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144, at all times while the Company shall be reporting under the Exchange Act; (b) Use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Actact; and (c) so So long as a Holder owns shall own any Restricted Registrable Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of 144, the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities Securities without registration.

Rule 144 Reporting. With a view to making available the ------------------ benefits of certain rules and regulations of the SEC that which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company Buyer agrees to use its reasonable best efforts to: (a1) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act, at all times after the Merger; (b2) file File with the SEC in a timely manner all reports and other documents required of the Company Buyer under the Securities Act and the Exchange Act; and (c3) so So long as a Holder owns any Restricted Registrable Securities, to furnish to the that Holder forthwith upon written request a written statement by the Company Buyer as to its compliance with the reporting requirements of said Rule 144 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the CompanyBuyer, and such other reports and documents so filed of Buyer as a such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a such Holder to sell any such securities Registrable Securities without registration.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in SEC Rule 144144 or any similar or analogous rule promulgated under the Securities Act; (b) file File with the SEC 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) so So long as a Holder owns any Restricted Registrable Securities, furnish to the such Holder forthwith upon written request request: a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of the Securities Act and 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 as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder it to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Securities restricted securities to the public without registration, the Company agrees to use its best efforts to: (ai) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144"); (bii) use its best efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and and (ciii) so long as a any Holder owns any Restricted Registrable Securities, furnish to the such Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a such Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a such Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Restricted Securities to the public without registration, the Company Buyer agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company Buyer available as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company Buyer under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company Buyer as to its compliance with the reporting requirements of Rule 144 and of 144, the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the CompanyBuyer, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Restricted Securities to the public without registration, the Company PURCHASER agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company PURCHASER available as those terms are understood and defined in Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company PURCHASER under the Securities 1933 Act and the Exchange 1934 Act; and (c) so long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the Company PURCHASER as to its compliance with the reporting requirements of Rule 144 and of the Securities 1933 Act and the Exchange 1934 Act, a copy of the most recent annual or quarterly report of the CompanyPURCHASER, and such other reports and documents so filed as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available to Holders the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts at all times to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Registrable Securities, to furnish to the such Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 and of 144, the Securities Act Act, and the Exchange Act, a copy of the most recent recently filed annual or quarterly report of the Company, and such other reports and documents so filed by the Company as a the Holder may reasonably request in availing itself of complying with any rule or regulation of the SEC allowing a the Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best reasonable efforts to: (a) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act, at all times; (b) file File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and; (c) so So long as a Holder owns any Restricted Registrable Securities, to furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said 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 of the Company and other information in the possession of or reasonably obtainable by the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration. As a means of complying with the requirements of providing documents and other information required by this subsection, the Company may direct electronic copies to a Holder or provide instructions for the Holder to access the electronic copies.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Restricted Registrable Securities to the public without registrationregistration or pursuant to a registration statement on Form S-3, the Company Onyx agrees to use its best efforts at all times to: (a) make and keep adequate current public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act; (b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company Onyx under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Securities, furnish to the each Holder forthwith upon written request a written statement by the Company Onyx 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 CompanyOnyx, and such other reports and documents so filed by Onyx as a such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a such Holder to sell any such securities Registrable Securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that Commission which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144; (b) Use commercially reasonable efforts to file with the SEC Commission in a timely manner all reports and other documents required of the Company under the Securities Exchange Act and of 1934, as amended (the “Exchange Act”) at such times as the Company is subject to the reporting requirements under Section 13 of the Exchange Act; and; (cb) so So long as a Holder owns any Restricted Registrable Securities, furnish to the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of 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 under the Exchange Act as a Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Securities restricted securities to the public without registration, so long as any Holder owns any Registrable Securities, the Company agrees to use its best efforts to: (a) make and keep adequate public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144"); (b) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Securities, furnish to the such Holder forthwith upon written request request, a written statement by the Company as to its compliance with the reporting requirements of 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 as a such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a such Holder to sell any such securities without registration.

Rule 144 Reporting. With a view to making available the benefits ------------------ of certain rules and regulations of the SEC that which may at any time permit the sale of the Restricted Registrable Securities to the public without registration, the Company Buyer agrees to use its reasonable best efforts to: (a1) make Make and keep adequate public information regarding the Company available available, as those terms are understood and defined in Rule 144144 under the Securities Act, at all times after the Merger; (b2) file File with the SEC in a timely manner all reports and other documents required of the Company Buyer under the Securities Act and the Exchange Act; and (c3) so So long as a Holder owns any Restricted Registrable Securities, to furnish to the that Holder forthwith upon written request a written statement by the Company Buyer as to its compliance with the reporting requirements of said Rule 144 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the CompanyBuyer, and such other reports and documents so filed of Buyer as a such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a such Holder to sell any such securities Registrable Securities without registration.

Rule 144 Reporting. With a view to making available to Holders the benefits of certain rules and regulations of the SEC that which may permit the sale of the Restricted Registrable Securities to the public without registration, the Company agrees to at all times use its best efforts to: (a) make and keep adequate public information regarding the Company available available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (c) so long as a Holder owns any Restricted Registrable Securities, to furnish to the such Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 144, and of the Securities Act and the Exchange ActAct , 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 a the Holder may reasonably request in availing itself of complying with any rule or regulation of the SEC allowing a the Holder to sell any such securities without registration.