Common use of Rule 144 Clause in Contracts

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation (but not Rule 144A) hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Holders may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration Registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall use its best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall use its best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall use its best efforts to take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration Registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will timely file any reports required to be filed by it under the Securities Act and the Exchange Act and shall that it will take such further action as the holders of Registrable Securities any Holder may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under 144. Upon the Securities Actreasonable request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such Rules may be amended from time to timerequirements and, or any similar rule or regulation hereafter adopted by if not, the Commissionspecific thereof.

Rule 144. The Company covenants that it shall use commercially reasonable efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall to take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Insider Shares may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities Insider Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.provision thereto, but not Rule 144A.

Rule 144. The Company covenants that it shall will file any reports required to be filed by it under the Securities Act and the Exchange Act and shall that it will take such further action as the holders of Registrable Securities any Holder may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by Rule 144 under the Securities Act144, as such Rules rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders Holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.provision thereto, but not Rule 144A.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, as such Rules rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration Registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall use its reasonable best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall use its reasonable efforts to take such further action as the holders of Registrable Securities Holders may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports filings required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.Commission but not Rule 144A.

Rule 144. The Company covenants that it shall use its commercially reasonable best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall to take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Shareholder may reasonably request, all to the extent required from time to time to enable such holders the Shareholder to sell Registrable Securities Restricted Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.provision thereto, but not Rule 144A.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Rule 144A under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the CommissionSEC.

Rule 144. The Company covenants that it shall will file any reports required to be filed by it under the Securities Act and the Exchange Act and shall that it will take such further action as the holders of Registrable Securities any Holder may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rules may be amended from time to time144, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. The Company Purchaser covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company Purchaser covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Investors holding Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the CommissionSEC.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities any Stockholder may reasonably request, all to the extent required from time to time to enable such holders Stockholder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall timely file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as may be required or as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration Registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration Registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders Holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will file any the reports required to be filed by it under the Securities Act and the Exchange Act and shall it will take such further action as the holders of Registrable Securities Warrantholder may reasonably request, all to the extent required from time to time to enable such holders Warrantholder to sell Registrable Securities without registration under the Securities Act within in reliance on the limitation of the exemptions exemption provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or Rule 144A or any successor or similar rule rules or regulation hereafter adopted by statues. Upon the Commissionrequest of Warrantholder, the Company will deliver to Warrantholder a written statement as to whether the Company has complied with such information and requirements.

Rule 144. The Company covenants that it shall file any all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended or interpreted from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities 1933 Act and the Exchange 1934 Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities 1933 Act within the limitation of the exemptions provided by Rule 144 or Rule 144A under the Securities 1933 Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders holder(s) of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders holder(s) to sell Registrable Securities without registration Registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Stockholder may reasonably request, all to the extent required from time to time to enable such holders holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall timely file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation scope of the exemptions safe harbor provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall use best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall to take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall use commercially reasonable efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will timely file any reports required to be filed by it under the Securities Act and the Exchange Act and shall that it will take such further action as the holders of Registrable Securities any Holder may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under 144. Upon the Securities Actrequest of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commissionrequirements.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities HYUNDAI may reasonably request, all to the extent required from time to time to enable such holders HYUNDAI to sell Registrable Securities Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has filed such reports.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule Rule or regulation (but not Rule 144A) hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders Holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended or interpreted from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Holders may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.. {N0382185 2 }

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time. Upon the request of any Holder, or any similar rule or regulation hereafter adopted by the CommissionCompany will deliver to such Holder a written statement as to whether it has filed such reports.

Rule 144. The Company covenants that as long as the Company is subject to the reporting requirements of the Exchange Act, it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall use its best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall use its best efforts to take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will file any the reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably requestrules and regulations adopted by the SEC thereunder, all to the extent required from time to time to enable such holders Holders to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under 144. Upon the Securities Actreasonable request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such Rules may be amended from time to timerequirements and, or any similar rule or regulation hereafter adopted by if not, the Commissionspecifics thereof.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Holders may reasonably request, all to the extent required from time to time to enable such holders the Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall use its reasonable efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall use its reasonable efforts to take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall use its reasonable commercial efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Holders may reasonably request, all to the extent required from time to time to enable such holders the Holders to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 under the Securities Act144, as such Rules rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the CommissionSEC.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities any Holder may reasonably request, all to the extent required from time to time to enable such holders Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will timely file any the reports required to be filed by it under the Securities Exchange Act and the Exchange Act rules and shall take such further action as regulations adopted by the holders of Registrable Securities may reasonably requestSEC thereunder, all to the extent required from time to time to enable such holders Holder to sell Registrable Securities without registration Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or (b) any similar successor rule or regulation hereafter adopted by the CommissionSEC.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Rule 144A under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.. {N0405973}

Rule 144. The Company covenants that it shall use its reasonable best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall use its reasonable efforts to take such further action as the holders of Registrable Securities Holders may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemptions, if any, provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company Corporation covenants that it shall file any the reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably requestrules and regulations adopted by the SEC thereunder, all to the extent required from time to time to enable such holders holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rules rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the CommissionSEC.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Investors holding Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act144, as such Rules Rule may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Securities and Exchange Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Holders may reasonably request, all to the extent required from time to time to enable such holders the Holders to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 under the Securities Act, as such Rules rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the CommissionSEC.

Rule 144. The Company covenants that it shall will file any reports required to be filed by it under the Securities Act and the Exchange Act Act, and shall the rules and regulations adopted by the Commission thereunder, and it will take such further action as the holders of Registrable Securities any Holder may reasonably request, all to the extent required from time to time to enable such holders Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or (b) any similar successor rule or regulation similar provision hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will file any the reports required to be filed by it under the Securities Exchange Act and the Exchange Act rules and shall take such further action as regulations adopted by the holders of Registrable Securities may reasonably requestSEC thereunder, all to the extent required from time to time to enable such holders Holder to sell Registrable Securities without registration Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.(b) any

Rule 144. The Company covenants that it shall file any all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Restricted Shares may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities Restricted Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.provision thereto, but not Rule 144A.

Rule 144. The Company covenants that it shall use its reasonable best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holders the Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports -------- required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Placement Shares may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities Placement Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will file any all reports required to be filed by it under the Securities Act and the Exchange Act and shall that it will take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders the Subscribers to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act144, as such Rules Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.SEC. If at any time the

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Holders may reasonably request, all to the extent required from time to time to enable such holders the Holders to sell Registrable Securities without registration Registration under the Securities Act within the limitation of the exemptions exemption provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will timely file any reports required to be filed by it under the Securities Act and the Exchange Act and shall that it will take such further action as the holders of Registrable Securities any Holder may reasonably request, all to the extent required from time to time to enable such holders Holders to sell dispose of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under 144. Upon the Securities Actrequest of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commissionrequirements.

Rule 144. The Company covenants that it shall file any -------- reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company MLP covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Investors holding Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company company covenants that it shall file any reports required to be filed by it under the Securities Act securities act and the Exchange Act exchange act and shall take such further action as the holders of Registrable Securities registrable securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities registrable securities without registration under the Securities Act securities act within the limitation of the exemptions provided by Rule rule 144 under the Securities Actsecurities act, as such Rules rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commissioncommission.

Rule 144. The Company covenants that it shall will use reasonable best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall that it will take such further action as the holders of Registrable Securities Shareholders may reasonably request, all to the extent required from time to time to enable such holders each Shareholder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders Holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall use its commercially reasonable efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall use its commercially reasonable efforts to take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it >under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation (but not Rule 144A) hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will use commercially reasonable efforts to timely file any reports required to be filed by it under the Securities Act and the Exchange Act and shall that it will take such further action as the holders of Registrable Securities any Holder may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission144.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company Corporation covenants that it shall will file any reports required to be filed by it under the Securities Act and the Exchange Act and shall that it will take such further action as the holders of Registrable Securities Holders may reasonably request, all request to the extent required from time to time to enable such holders the Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.regulation

Rule 144. The Company covenants that it shall will file any the reports required to be filed by it under the Securities Act Acts and the Exchange Act and shall rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities made after the first anniversary of the date hereof, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will take such further action as the holders any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.to

Rule 144. The Company covenants that it shall file any reports -------- required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Shares may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, to the extent such exemption is available to holders at such time, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably requestto satisfy continued Exchange Act reporting obligations, all to the extent required from time to time to enable such holders Investor to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the CommissionSEC. Investor acknowledges that, as of the Effective Date, he is an “affiliate” of the Company as defined in Rule 144.

Rule 144. The Company covenants that it shall use its reasonable commercial efforts to file any and all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Holders may reasonably request, all to the extent required from time to time to enable such holders the Holders to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 under the Securities Act144, as such Rules rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the CommissionSEC.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities 1933 Act and the Exchange 1934 Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities 1933 Act within the limitation of the exemptions provided by Rule 144 under the Securities 1933 Act, as such Rules rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required to be filed by it from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has filed such reports.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities Investors may reasonably request, all to the extent required from time to time to enable such holders Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will use reasonable best efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall that it will take such further action as the holders of Registrable Securities Shareholder may reasonably request, all to the extent required from time to time to enable such holders Shareholder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will file any reports required to be filed by it under the Securities Act and the Exchange Act and shall that it will take such further action as the holders of Registrable Securities any Holder may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall use its reasonable efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall will use commercially reasonable efforts to file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders Holders to sell Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time. Upon the request of any Holder, or any similar rule or regulation hereafter adopted by the CommissionCompany will deliver to such Holder a written statement as to whether it has filed such reports.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities or Kayne Preferred Stock without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Investors holding Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the CommissionSEC.

Rule 144. The Company covenants that it shall file any reports required to -------- be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the Commission.