Common use of Rule 144 Clause in Contracts

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall (a) file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (b) take such further action as any each Designated Holder may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or Regulation S under the Securities Act or (ii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon The Company shall, upon the request of any Designated Holder, the Company will deliver to such Designated Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder Purchaser may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder Purchaser to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any HolderPurchaser, the Company will deliver to such Holder Purchaser a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that from and after the date hereof it will shall use its best efforts to (i) timely file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (ii) promptly take such further action as any each Designated Holder may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, time or (ii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon The Company shall, upon the request of any Designated Holder, the Company will deliver to such Designated Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities 1933 Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderCommission thereunder so long as necessary to permit sales of Registrable Securities under Rule 144 under the 1933 Act, and it will take such further other action as any Holder holder of Registrable Securities may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock Securities without registration under the Securities 1933 Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities 1933 Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holderholder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderCommission thereunder (or, in the event that the Company is not required to file such reports, it will make publicly available information as set forth in Rule 144(c)(2) promulgated under the Securities Act), and it will take such further action as any Holder the Investor may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, or to the extent required from time to time to enable such Holder the Investor to sell their Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission (collectively, “Rule 144”). Upon the request of any HolderInvestor, the Company will deliver to such Holder the Investor a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder, ; and that it will shall take such further action as any Holder each holder of Registrable Securities may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) Rules 144 and 144A under the Securities Act), all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 or Rule 144A under the Securities Act, as such Rule rules may be amended from time to time, or (iib) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon The Company shall, upon the request of any Holderholder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderCommission thereunder (or, in the event that the Company is not required to file such reports, it will make publicly available information as set forth in Rule 144(c)(2) promulgated under the Securities Act), and it will take such further action as any Holder the Investor may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, or to the extent required from time to time to enable such Holder the Investor to sell their Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission (collectively, “Rule 144”). Upon the request of any HolderInvestor, the Company will deliver to such Holder the Investor a written statement as to whether it has complied with such information and requirements.

Rule 144. The If the Company covenants that it shall have filed a registration statement pursuant to Section 12 of the Exchange Act or a registration statement pursuant to the Securities Act, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, Commission thereunder and it will take such further action as any Holder holder of Registrable Securities may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holderholder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderCommission thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Stockholder, make publicly available other information), and it will take such further action as any Holder Stockholder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder Stockholder to sell Registrable Common Stock Subject Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any HolderStockholder, the Company will deliver to such Holder Stockholder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderCommission thereunder (or, if it ceases to be required to file such reports, it will, upon the request of the Investor, make pub- licly available other information), and it will take such further action as any Holder the Investor may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder the Investor to sell Registrable the Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holderthe Investor, the Company will deliver to such Holder it a written statement as to whether it the Company has complied with such information disclosure and other requirements.

Rule 144. The For so long as the Company covenants is subject to the requirements of Section 13, 14 or 15(d) of the Securities Act, the Company agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, thereunder and it will take such further action as any Holder the Investor reasonably may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder the Investor Parties to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderthe Investor, the Company will deliver to such Holder the Investor a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will use its reasonable best efforts to take such further action as any Holder the Holders may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder the Holders to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any a Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderCommission thereunder (or, in the event that the Company is not required to file such reports, it will make publicly available information as set forth in Rule 144(c)(2) promulgated under the Securities Act), and it will take such further action as any Holder the Investor may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, or to the extent required from time to time to enable such Holder the Investor to sell their Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission (collectively, “Rule 144”). Upon the request of any HolderInvestor, the Company will deliver to such Holder the Investor a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder the Stockholder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder the Stockholder to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderthe Stockholder, the Company will deliver to such Holder the Stockholder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderCommission thereunder (or, if the Company is not required to file such reports, shall, upon the request of any holder of Eligible Securities, make publicly available other information) and it will shall take such further action as any Holder holder of Eligible Securities may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock Eligible Securities without registration under the Securities Act within the limitation of the exemptions provided by pursuant to (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holderholder of Eligible Securities, the Company will shall deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The If the Company covenants that it shall have filed a registration statement pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or engaged in a Public Offering, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Securities and Exchange Commission ("SEC") thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required from time to time to enable such Holder the Optionee to sell Registrable Common shares of Option Stock without registration under the Securities Act within the limitation limitations of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any HolderNotwithstanding anything contained in this Section 5.01, the Company will deliver may deregister under Section 12 of the Exchange Act if it is then permitted to such Holder a written statement as do so pursuant to whether it has complied with such information the Exchange Act and requirementsthe rules and regulations thereunder.

Rule 144. The Company covenants that it will shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by promulgated thereunder (or, if the SEC thereunderCompany is not required to file such reports, shall, upon the request of any holder of Registrable Securities, make publicly available other information) and it will shall take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by pursuant to (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SECpromulgated. Upon the request of any Holder, the Company will shall deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will use its reasonable best efforts to take such further action as any a Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder the Holders to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any a Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderCommission thereunder (or, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to if the Company meeting is not required to file such reports, it will, upon the current public reasonable request of any Holder, make publicly available such necessary information requirements of for so long as necessary to permit sales pursuant to Rule 144(c) under the Securities Act144), all to the extent required from time to time to enable such Holder the Holders to sell Registrable Common Stock Securities without registration Registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act144, as such Rule rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the reasonable request of any a Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirementsrequirements and, if not, the specifics thereof.

Rule 144. The Company covenants that for so long as any Holder owns any Registrable Common Stock and the Company is a public reporting company, that it will file file, in a timely manner, the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder, and it will take such further action as any Holder holder of Registrable Common Stock may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holderholder of Registrable Common Stock, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder (or, if the Company is not required to file such reports, will, upon the request of the Holders, make publicly available other information) and it will take such further action as any Holder the Holders may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder the Holders to sell the Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, time or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and (or, if the rules and regulations adopted by Company is not required to file such reports, it will, upon the SEC thereunderrequest of any Holder, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will for so long as the Investor Beneficially Owns Registrable Shares, the Company shall use commercially reasonable efforts to (a) file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (b) take such further action as any Holder Investor may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Holder Investor to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or Regulation S under the Securities Act or (ii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that from and after the date hereof it will shall use its reasonable best efforts to (a) timely file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (b) promptly take such further action as any each Designated Holder may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or Regulation S under the Securities Act or (ii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon The Company shall, upon the request of any Designated Holder, the Company will deliver to such Designated Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder the Investor may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder an Investor to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and Act, the Exchange Act and the rules and regulations adopted by thereunder or, if the SEC thereunderCompany is not required to file such reports, it will, upon the request of any holder of Shares, make publicly available other information so long as necessary to permit sales under Rule 144 under the Act, and it will take such further action as any Holder holder of Shares may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holderholder of Shares, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule Rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder such information as may be necessary to enable such Holder to effect sales of Common Stock pursuant to Rule 144 of the Securities Act and a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder in accordance with the requirements of the Securities Act and the Exchange Act, and after consummation of the IPO it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act), to the extent required to enable such Holder to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time144, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by promulgated thereunder (or, if the SEC thereunderCompany is not required to file such reports, it shall, upon the request of any Shareholder, make publicly available such information), and it will take such further action as any Holder Shareholder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder Shareholder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any HolderShareholder, the Company will shall deliver to such Holder Shareholder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder (or, if the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available such information), and it will take such further action as any Holder holder of Registrable Securities may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderholder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether that it has complied with such information and requirements.

Rule 144. The Company covenants that that, after it will becomes subject to the reporting obligations of the Exchange Act, it shall use reasonable best efforts to file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and that it will shall take such further action as any Holder Stockholder (or Permitted Transferee) may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent reasonably required from time to time to enable such Holder Stockholders (and Permitted Transferees) to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any HolderStockholder (or Permitted Transferee), the Company will shall deliver to such Holder Stockholder (or Permitted Transferee) a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file to the reports Holders that, in the event the Exchange Offer is not completed within one year of the Closing Date, the Company shall disseminate the information required to be filed disseminated by it under the Securities Act and the Exchange Act and the rules and regulations Rule 144(c) adopted by the SEC thereunderunder the Securities Act, to the extent such information is reasonably available for such dissemination, and it will shall take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar or successor rule or regulation hereafter adopted by the SEC. Upon the request of any Holder in connection with that Holder's sale pursuant to Rule 144, the Company will shall deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and (or, if the rules and regulations adopted by Company is not required to file such reports, it will, upon the SEC thereunderrequest of any Shareholder, make publicly available other information), and it will take such further action as any Holder Shareholder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder Shareholder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any HolderShareholder, the Company will deliver to such Holder Shareholder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and (or, if the rules and regulations adopted by Company is not required to file such reports, it will, upon the SEC thereunderrequest of ________, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), and it will take such further action as any Holder ________ may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder ________ to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder________, the Company will deliver to such Holder him a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder the Stockholders may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder the Stockholders to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderthe Stockholders, the Company will deliver to such Holder the Stockholders a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder the Holders may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act, to the extent required to enable such Holder the Holders to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderthe Holders, the Company will deliver to such Holder the Holders a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, thereunder in accordance with the requirements of the Securities Act and the Exchange Act and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that following an IPO, it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderCommission thereunder (or, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to if the Company meeting is not required to file such reports, it will, upon the current public information requirements request of Rule 144(c) under the Securities Actany holder of Restricted Securities, make publicly available such information), all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any HolderNotwithstanding anything contained in this Section 8(h), the Company will deliver may deregister under Section 12 of the Exchange Act if it is then permitted to such Holder a written statement as do so pursuant to whether it has complied with such information the Exchange Act and requirementsthe rules and regulations thereunder.

Rule 144. The Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will use its reasonable best efforts to take such further action as any the Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such the Holder to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any the Holder, the Company will deliver to such the Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will timely file the reports required to be filed by it under the Securities Act and or the Exchange Act (including but not limited to the reports under Section 13 and 15 (d) of the rules and regulations adopted by Exchange Act referred to in Rule 144(c)(1) under the SEC thereunderSecurities Act), and it will take such further action as any Holder of Registrable Securities may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any HolderHolder of Registrable Securities, the Company will promptly deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will use reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The If the Company, for any reason fails to file the Registration Statement on a timely basis and cause it to be declared effective by the Commission as set forth herein, the Company covenants that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and that it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder Holders to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder the Investor may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder the Investor to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderthe Investor, the Company will deliver to such Holder the Investor a written statement as to whether it has complied with such information and requirements.

Rule 144. The If the Company covenants that it shall have filed a registration statement pursuant to Section 12 of the Exchange Act or a registration statement pursuant to the Securities Act, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, Commission thereunder and it will take such further action as any Holder of Registrable Securities may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holderholder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder Investor may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder Investor to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any HolderInvestor, the Company will deliver to such Holder Investor a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that that, after the IPO, it will shall -------- file the (a) any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderof 1934, as amended, and it will (b) take such further action as any Holder each holder of Registrable Securities may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or (ii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon The Company shall, upon the request of any Holderholder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall (a) make and keep public information available (as those terms are understood and defined in Rule 144), (b) file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (c) take such further action as any Holder each Investor of Registrable Securities may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Holder Investor to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or Regulation S under the Securities Act or (ii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon The Company shall, upon the request of any HolderInvestor holding Registrable Securities, the Company will deliver to such Holder Investor a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will use reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder Hxxxxx a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder (or, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to if the Company meeting is not required to file such reports, it will, upon the current public request of any Holder, make publicly available such information requirements as is specified in Section (c)(2) of Rule 144(c) under the Securities Act144), all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will (a) file the in a timely manner all reports and other documents required to be filed by it under the Securities Act and the Exchange 1934 Act and the rules and regulations adopted by the SEC thereunder, (b) make and it will keep public information available, as those terms are understood and defined in Rule 144 under the Act, at all times, and (c) take such further action as any Holder the Investors may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder the Investors to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderan Investor, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will timely file the reports required to be filed by it under the Securities Act and or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the rules and regulations adopted by Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the SEC thereunderSecurities Act), and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and (or, if the rules and regulations adopted by Company is not required to file such reports, it will, upon the SEC thereunderrequest of any Holder, make publicly available such information), and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any HolderHolder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will shall take such further action as any Holder the Shareholder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder the Shareholder or any of the Controlled Affiliates to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will (a) file the in a -------- timely manner all reports and other documents required to be filed by it under the Securities Act and the Exchange 1934 Act and the rules and regulations adopted by the SEC thereunder, (b) make and it will keep public information available, as those terms are understood and defined in Rule 144 under the Act, at all times, and (c) take such further action as any Holder the Investors may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder the Investors to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderan Investor, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder (or, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to if the Company meeting is not required to file such reports, it will, upon the current public request of any Holder, make publicly available such information requirements as is specified in Section (c)(2) of Rule 144(c) under the Securities Act144), all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.(b)

Rule 144. The Company covenants that it will from the Effective Time and thereafter for so long as the Investor Beneficially Owns Registrable Shares, the Company shall use commercially reasonable efforts to (a) file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (b) take such further action as any Holder Investor may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Holder Investor to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or Regulation S under the Securities Act or (ii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will will, at its own expense, file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder the Shareholders may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder the Shareholders to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (iib) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderthe Shareholders, the Company will deliver to such Holder the Shareholders a written statement as to whether it has complied with such information and requirementsrequirements and, if not, the specifics thereof.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder the Stockholders may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder the Stockholders to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderthe Stockholders, the Company will deliver to such Holder the Stockholders a written statement as to whether it has complied with such information and requirements.

Rule 144. The After the Company has become subject to the -------- periodic reporting requirements of the Exchange Act, the Company covenants that it will use its reasonable best efforts to file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and that it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent reasonably required from time to time to enable such Holder Holders to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 or Rule 144A under the Securities Act, as such Rule Rules may be amended from time to time, or (iib) any similar rule Rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The If the Company covenants that it is required to file reports under the Exchange Act, the Company will file the in a timely manner, information, documents and reports required to be filed by it under in compliance with the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderand, and it at its expense, promptly will take such further action as any Holder holders of Registrable Securities reasonably may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder holders of Registrable Securities to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities ActAct ("Rule 144"), as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SEC. Upon If at any time the Company is not required to file such reports, it will, at its expense, forthwith upon the written request of any Holderholder of Registrable Securities who intends to make a sale under Rule 144, make available adequate current public information with respect to the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.within the meaning of paragraph (c)(2)

Rule 144. The Company covenants that it will shall use its reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will use its reasonable best efforts to take such further action as any Holder the Holders may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder the Holders to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any a Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder the Stockholders may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder the Stockholders to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderthe Stockholders, the Company will deliver to such Holder the Stockholders a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that from and after the date it will becomes a reporting company under the Exchange Act, it shall use commercially reasonable efforts to (a) file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (b) take such further action as any each Holder of Registrable Securities may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or Regulation S under the Securities Act or (ii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon The Company shall, upon the request of any HolderHolder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that from and after the IPO Effectiveness Date or an Exchange Act Registration it will shall (i) file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (ii) take such further action as any each Designated Holder may reasonably request (including, without limitation, providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (ix) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or Regulation S under the Securities Act or (iiy) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon The Company shall, upon the request of any Designated Holder, the Company will deliver to such Designated Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that from and after the date hereof it will shall use its commercial reasonable efforts to (i) timely file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (ii) promptly take such further action as any each Designated Holder may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, time or (ii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon The Company shall, upon the request of any Designated Holder, the Company will deliver to such Designated Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The If the Company covenants that it shall have filed a registration -------- statement pursuant to Section 12 of the Exchange Act or a registration statement pursuant to the Securities Act, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, Commission thereunder and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock Li Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will shall take such further action as any Holder the Shareholders may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder the Shareholders or any of the Controlled Affiliates to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that from and after the IPO Effective Date, it will shall (a) file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (b) take such further action as any each Designated Holder of Registrable Securities may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or Regulation S under the Securities Act or (ii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon The Company shall, upon the request of any HolderDesignated Holder of Registrable Securities, the Company will deliver to such Designated Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company Acquiror covenants that it will file file, on a timely basis, the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information (including, without limitation, compliance with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act), all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions conditions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company Acquiror will deliver to such Holder a written statement as to whether verifying that it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderthereunder (or, if the Company is not required to file such reports, it will, upon the request of any Shareholder, make publicly available other information), and it will take such further action as any Holder Shareholder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder Shareholder to sell Registrable Common Stock Subject Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any HolderShareholder, the Company will deliver to such Holder Shareholder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and (or, if the rules and regulations adopted by Company is not required to file such reports, it will, upon the SEC thereunderrequest of any Holder, make publicly available other information so long as necessary to permit sales under Rule 144 under the Securities Act), and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule Rules may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by promulgated thereunder (or, if the SEC thereunderCompany is not required to file such reports, shall, upon the request of any holder of Registrable Securities, make publicly available other information) and it will shall take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by pursuant to (ia) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECpromulgated. Upon the request of any Holder, the Company will shall deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that from and after the date hereof it will shall use commercially reasonable efforts to (a) file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (b) take such further action as any each Designated Holder of Registrable Securities may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or Regulation S under the Securities Act or (ii) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirementsCommission.

Rule 144. The Company covenants that it will shall file the any reports required to be filed by it under the Securities Act Exchange Act; and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and that it will shall take such further action as may be reasonably necessary (including providing any Holder may reasonably request information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Holder the Purchaser and its Affiliates to sell Registrable Transfer shares of Class A Common Stock (including the shares of Class A Common Stock underlying the 6.15% Notes or 8.5% Purchaser Notes) without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule rules may be amended from time to time, or (iib) any similar rule rules or regulation regulations hereafter adopted by the SECSecurities and Exchange Commission. Upon The Company shall, upon the request of any Holderthe Purchaser and its Affiliates, the Company will deliver to such Holder Purchaser and its Affiliates a written statement as to whether it has complied with such information and requirements.

Rule 144. ​ The Company covenants that it will use reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder Xxxxxx a written statement as to whether it has complied with such information and requirements.. ​

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder Purchaser may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder Purchaser to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any HolderTable of Contents Purchaser, the Company will deliver to such Holder Purchaser a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will use commercially reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act and (or, if the rules and regulations adopted by Company is not required to file such reports, it will, upon the SEC thereunderrequest of any Holder, use commercially reasonable best efforts to make publicly available such information), and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any HolderHolder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall file the any reports required to be filed by it under the Securities Act Exchange Act; and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and that it will shall take such further action as may be reasonably necessary (including providing any Holder may reasonably request information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Holder the Purchaser and its Affiliates to sell Registrable Transfer Shares or Notes (including the shares of Class A Common Stock underlying the Notes) without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule rules may be amended from time to time, or (iib) any similar rule rules or regulation regulations hereafter adopted by the SECSecurities and Exchange Commission. Upon The Company shall, upon the request of any Holderthe Purchaser and its Affiliates, the Company will deliver to such Holder Purchaser and its Affiliates a written statement as to whether it has complied with such information and requirements.

Rule 144. The If the Company covenants that it shall have filed a registration -------- statement pursuant to Section 12 of the Exchange Act or a registration statement pursuant to the Securities Act, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, Commission thereunder and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock Xxx Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will agrees to use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder the Stockholder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, 144 to the extent required to enable such Holder each Stockholder to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holdera Stockholder, the Company will deliver to such Holder Stockholder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall use its best efforts to file the any reports required to be filed by it under the Securities Act Exchange Act; and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and that it will shall use its best efforts to take such further action as any each Designated Holder of Registrable Securities may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) Rules 144 and 144A under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule rules may be amended from time to time, or (iib) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon The Company shall, upon the request of any HolderDesignated Holder of Registrable Securities, the Company will deliver to such Designated Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that for so long as any holder owns any Registrable Stock and the Company is a public reporting company, that it will file file, in a timely manner, the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder, and it will take such further action as any Holder holder of Registrable Stock may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holderholder of Registrable Stock, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The From and after the IPO Effectiveness Date, the Company covenants that it will shall timely file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and that it will shall take such further action as any each Designated Holder of Registrable Securities may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) Rules 144 and 144A under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule rules may be amended from time to time, or (iib) any similar rule rules or regulation regulations hereafter adopted by the SEC. Upon The Company shall, upon the request of any HolderDesignated Holder of Registrable Securities, the Company will deliver to such Designated Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will (a) file the in a timely -------- manner all reports and other documents required to be filed by it under the Securities Act and the Exchange 1934 Act and the rules and regulations adopted by the SEC thereunder, (b) make and it will keep public information available, as those terms are understood and defined in Rule 144 under the Act, at all times, and (c) take such further action as any Holder the Investors may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder the Investors to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holderan Investor, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall duly and timely file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC Commission thereunder, ; and that it will shall take such further action as any Holder each holder of Registrable Shares may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Holder holder to sell Registrable Common Stock Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rules may be amended from time to time, or (ii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon The Company shall, upon the request of any Holderholder of Registrable Shares, the Company will deliver to such Holder holder a written statement as to whether it has complied with such information and requirements.. Without limiting the foregoing, the Company agrees that:

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunderCommission thereunder (or, if it ceases to be required to file such reports, it will, upon the request of the Investor, make publicly available other information that fulfills the information requirements set forth in Rule 144 (c) (2)), and it will take such further action as any Holder the Investor may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Actrequest, all to the extent required from time to time to enable such Holder the Investor to sell Registrable the Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (ia) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (iib) any similar rule or regulation hereafter adopted by the SECCommission. Upon the request of any Holderthe Investor, the Company will deliver to such Holder it a written statement as to whether it the Company has complied with such information disclosure and other requirements.

Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that it will shall file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable such Holder to sell Registrable shares of Common Stock held by the Holder without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as to whether it has complied with such information and requirements.

Rule 144. The Company covenants that from and after the date hereof, it will -------- shall (a) file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will (b) take such further action as any each Designated Holder of Registrable Securities may reasonably request (including providing any information necessary to make available adequate current public information comply with respect to the Company meeting the current public information requirements of Rule 144(c) 144 under the Securities Act), all to the extent required from time to time to enable such Designated Holder to sell Registrable Common Stock Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or Regulation S under the Securities Act or (ii) any similar rule rules or regulation regulations hereafter adopted by the SECCommission. Upon The Company shall, upon the request of any HolderDesignated Holder of Registrable Securities, the Company will deliver to such Designated Holder a written statement as to whether it has complied with such information and requirements.