Common use of Rule 144 Clause in Contracts

Rule 144. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Notes, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including compliance with the provisions of the Purchase Agreement relating to timethe transfer of the Notes, or any similar or successor rule or regulation hereafter adopted by the CommissionConversion Shares, Warrants and Warrant Shares. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For With a view to making available to the Registration Rights Parties the benefits of Rule 144 that may, at such times as Rule 144 is available to shareholders of the Company, permit the Registration Rights Parties to sell securities of the Company to the public without registration, the Company agrees to: (A) make and keep public information available, as those terms are understood and defined in Rule 144, for so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144 under the Securities Act144, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 144A or Regulation S under the Securities Act, as such Rule rules may be amended from time to time, time or any similar or successor rule or regulation hereafter adopted by the Commission. Upon ; (B) not later than four Business Days following the request Closing Date, file a Current Report on Form 8-K that includes current “Form 10 information” (within the meaning of any Holder Rule 144) reflecting the Company’s status as an entity that is no longer an issuer described in paragraph (i)(1)(i) of Rule 144; (C) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (D) furnish to each Registration Rights Party so long as such Registration Rights Party owns Registrable Securities in connection Securities, within two Business Days following its receipt of a written request, (I) a written statement by the Company, if true, that it has complied with that Holder's sale pursuant to the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (II) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company (it being understood that the availability of such report on the Commission’s XXXXX system shall deliver satisfy this requirement) and (III) such other information as may be reasonably requested in writing to permit the Registration Rights Parties to sell such Holder a written statement as securities pursuant to whether it has complied with such requirementsRule 144 without registration.

Rule 144. For so long as the Company is subject With a view to making available to the reporting requirements Holders the benefits of Section 13 SEC Rule 144 and any other rule or 15 regulation of the Exchange ActSEC that may at any time permit the Holders to sell the Registrable Securities to the public without registration, the Company covenants agrees to use commercially reasonable efforts to: (i) to make and keep public information available as those terms are understood in SEC Rule 144, (ii) to file with the Holders of Registrable Securities that the Company shall SEC in a timely file the manner all reports and other documents required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) an issuer of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 securities registered under the Securities Act and it will take such further action or the Exchange Act pursuant to SEC Rule 144, (iii) as long as any Holder owns any Registrable Securities, to furnish in writing upon such Holder’s request a written statement by the Company that it has complied with the reporting requirements of Registrable Securities may reasonably request, SEC Rule 144 and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within and the limitations of the exemption provided by Rule 144 under the Securities Exchange Act, as such Rule may be amended from time and to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver furnish to such Holder a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Holder of any rule or regulation of the SEC permitting the selling of any such Registrable Securities without registration, (iv) with respect to the sale of any Registrable Securities by a Holder pursuant to SEC Rule 144 and subject to Holder providing necessary documentation to meet the requirements of such rule, to promptly furnish, without any charge to such Holder, a written statement as legal opinion of its counsel to whether facilitate such sale and, if necessary, instruct its transfer agent in writing that it has complied may rely on said written legal opinion of counsel with such requirementsrespect to said sale and (v) undertake any additional actions commercially necessary to maintain the availability of Rule 144.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Shares, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holders with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns Shares, Conversion Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns any Notes, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns any Notes, Conversion Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including compliance with the provisions of the Purchase Agreement relating to time, or any similar or successor rule or regulation hereafter adopted by the Commissiontransfer of the Conversion Shares and Warrant Shares. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as the The Company is subject covenants to the reporting requirements holders of Section 13 or 15 of Registrable Securities that, to the extent it shall be required to do so under the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities in connection with that Holderholder's sale pursuant to Rule 144, the Company shall deliver to such Holder holder a written statement as to whether it has complied with such requirements. The Guarantor covenants to the holders of Registrable Securities that, to the extent it shall be required to do so under the Exchange Act, the Guarantor shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Notes, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Stock, Dividend Shares, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holder with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns Preferred Stock, Dividend Shares, Conversion Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Dividend Shares, Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Stock, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Preferred Stock, Conversion Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including compliance with the provisions of the Purchase Agreement relating to time, or any similar or successor rule or regulation hereafter adopted by the Commissiontransfer of the Conversion Shares and Warrant Shares. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns any Registrable Securities, the Company Borrower Representative covenants to the Holders of Registrable Securities that the Company shall use its commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under Borrower Representative after the Exchange Act date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder. As long as any Holder owns any Registrable Securities, that if it ceases to be so Borrower Representative is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Securities Exchange Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and . Borrower Representative further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities the Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company Borrower Representative shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Shares, Common Shares, Warrants or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Preferred Shares, Warrants or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 144(c) promulgated under the Securities Act, (iiannual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) deliver or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such information filings would have been required to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 have been made under the Securities Act and Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent reasonably required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares, Common Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Company Class A Shares, the Company covenants that (i) so long as the Company is it remains subject to the reporting requirements of Section 13 or 15 provisions of the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall it will timely file the reports required to be filed by it under the Exchange Securities Act or the Securities Exchange Act (including including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c)(1)(i) of Rule 144 adopted by the Commission under the Securities Act, as such Rule may be amended (“Rule 144”)) and or, if the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder of Registrable Securities (i) Holder, make publicly available such other information so long as is necessary to permit sales pursuant to by such Holder under Rule 144 under or any similar rules or regulations hereafter adopted by the Securities ActSEC, and (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (A) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (B) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144Securities, the Company shall will deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActHolder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holder with true and complete copies of Rule 144 adopted by all such filings. As long as the Commission under Holder owns Registrable Securities, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such the Holder to sell Registrable Securities Warrants, Common Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Stock, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Preferred Stock, Conversion Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably requestrequest in writing, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including compliance with the provisions of the Purchase Agreement relating to time, or any similar or successor rule or regulation hereafter adopted by the Commissiontransfer of the Conversion Shares and Warrant Shares. Upon the request of any Holder of Registrable Securities Holder, in connection with that Holder's sale pursuant to Rule 144writing, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as If the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the reports required to be filed by it under the Securities Act and the Exchange Act or the Securities Act (including but not limited to the reports under Sections sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunderthereunder (or, that if it ceases to be so the Company is not required to file such reports, it will will, upon the request of any Holder holder of Registrable Securities (i) Securities, make publicly available such other information as is necessary in order to permit sales pursuant to meet the conditions set forth in subparagraph (c)(2)of Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action actions as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144Securities, the Company shall will deliver to such Holder holder a written statement as to whether it has complied with such requirementsthe requirements of this Article 8.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns any Preferred Stock, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns any Preferred Stock, Conversion Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including compliance with the provisions of the Purchase Agreement relating to time, or any similar or successor rule or regulation hereafter adopted by the Commissiontransfer of the Conversion Shares and Warrant Shares. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as the The Company is subject covenants to and with each Holder of Registrable Securities that to the reporting requirements of Section 13 or 15 of extent it shall be required to do so under the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including including, but not limited to, the reports under Sections Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities shall make and keep public information available (i) make publicly available such information as is necessary to permit sales pursuant to those terms are understood and defined in Rule 144 or any similar or analogous rule promulgated under the Securities Act, (ii) deliver such information at all times after the effective date of the first registration filed by the Company for an offering of its securities to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably requestgeneral public, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing it to sell any such Registrable Securities without registration.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns any Registrable Securities, Notes, Option Notes, Warrants or 15 of the Exchange ActAdditional Warrants, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holders with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns any Registrable Securities, Notes, Option Notes, Warrants or Additional Warrants, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably requestrequest in writing, all to the extent required from time to time to enable such Holder Person to sell the Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and (only if such filings are not available via EDGAR) to in subparagraph (c)(1) of Rule 144 adopted by promptly furnish the Commission under Holders with true and complete copixx xx all such filings. As long as any Holder owns Registrable Securities, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements. This Agreement shall terminate on the date on which the Registrable Securities have been sold pursuant to a registration statement or may be sold without restriction pursuant to Rule 144(k) of the Securities Act.

Rule 144. For so long as the Company is subject The Issuer covenants to the reporting requirements holders of Section 13 or 15 Registrable Notes of a given series that to the extent they shall be required to do so under the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company Issuer shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder holder of Registrable Securities Notes may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities Notes without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities Notes in connection with that Holder's holder’s sale pursuant to Rule 144, the Company Issuer shall deliver to such Holder holder a written statement as to whether it has complied with such requirements, unless the holder is entitled, pursuant to Rule 144(c)(1), to rely upon a statement as to such compliance, made by the Issuer in the most recent report the Issuer is required to file and has filed in accordance with the Exchange Act. The Issuer shall not be required to comply with this Section 8 if the Exchange Offer has been completed.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Shares, Conversion Shares, Option Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Preferred Shares, Conversion Shares, Option Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares, Option Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Warrant or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Warrant or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns any Registrable Securities, Notes, Option Notes, Warrants or 15 of the Exchange ActAdditional Warrants, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holders with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns any Registrable Securities, Notes, Option Notes, Warrants or Additional Warrants, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, request all to the extent required from time to time to enable such Holder Person to sell the Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns any Registrable Securities or 15 of the Exchange ActWarrants, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holders with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns any Registrable Securities or Warrants, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell the Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActHolder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as the Commission under Holder owns Registrable Securities, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such the Holder to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long The Company covenants, at the Company’s expense, that it will use commercially reasonable efforts to take such actions, as may be reasonably requested by such Holder from time to time, to comply with all applicable requirements under the Securities Act and the Exchange Act and with all applicable rules and regulations of the SEC thereunder as to enable any Holder to sell its Registerable Securities pursuant to Rule 144, including to (a) make and keep public information regarding the Company is subject to available, as those terms are defined in Rule 144(c), (b) file with the reporting requirements of Section 13 or 15 of the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall SEC in a timely file the manner any reports and documents required to be filed by it the Company under the Exchange Act or the Securities Act and Exchange Act, (including the reports under Sections 13 and 15(dc) of the Exchange Act referred furnish to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities forthwith upon request (i) make publicly available such information a written statement by the Company as is necessary to permit sales pursuant to its compliance with the reporting requirements of Rule 144 under 144, the Securities Act and the Exchange Act, (ii) deliver a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, (iii) provide within five Business Days following receipt of a supportable request therefor, at the Company’s expense, to the Company’s transfer agent an opinion of counsel as may be reasonably necessary in order for the Holders to avail themselves of such rule to allow the Holders to sell such Registerable Securities without registration, and (iv) such other information as may be reasonably requested by a Holder so as to a prospective purchaser as is necessary enable such Holder to permit sales pursuant to Rule 144 sell Registerable Securities without registration under the Securities Act within the exemptions provided by Rule 144, and it will (d) take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Holders to sell Registrable Registerable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 under (including reasonably cooperating with the Securities Act, Holders to cause the transfer agent to remove any restrictive legend on certificates evidencing Registerable Securities). This Section 10 shall survive the termination of the Agreement so long as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant continues to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirementshold Registerable Securities. Section 11.

Rule 144. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company covenants to the Holders of Registrable Securities that the The Company shall timely use its best efforts to file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by a timely manner and, if at any time the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reports, it will will, upon the request of any Holder of Registrable Securities (i) Securities, make publicly available such other information so long as is necessary to permit sales of their securities pursuant to Rule 144 under the Securities Act, (ii) deliver as such information rule may be amended from time to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and time. The Company covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as request (including providing any Holder of Registrable information necessary to comply with Rule 144 under the Securities may reasonably requestAct), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, or any similar rules or successor rule or regulation regulations hereafter adopted by the Commission. The Company will provide a copy of this Agreement to prospective purchasers of Registrable Securities identified to the Company by the Holders upon request. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8.1 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rule 144. For so During the period commencing on the date hereof and ending on the second anniversary of the Secondary Closing (as defined in the Purchase Agreement), as long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Company after the date hereof pursuant to Section 13(a) or l5(d) of the Exchange Act Act. During the period commencing on the date hereof and ending on the second anniversary of the Secondary Closing (as defined in the Purchase Agreement), as long as any Holder owns Registrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or l5(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act (including the annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports under Sections 13 and required by Section 13(a) or 15(d) of the Exchange Act referred Act, as well as any other information required thereby, in the time period that such filings would have been required to in subparagraph (c)(1) of Rule 144 adopted by the Commission have been made under the Securities Exchange Act) and the rules and regulations adopted by the Commission thereunder, . The Company further covenants that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary use commercially reasonable efforts to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Underlying Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including requesting of its counsel to time, or provide any similar or successor rule or regulation hereafter adopted by legal opinions referred to in the CommissionPurchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirementsrequirements of this Section 5.

Rule 144. For so long as At all times after the Company is subject has filed a registration statement with the Securities and Exchange Commission pursuant to the reporting requirements of Section 13 either the Securities Act or 15 of the Exchange Act, the Company covenants to shall (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the Holders effective date of Registrable Securities that the Company shall timely IPO, (ii) file the all reports and other documents required to be filed by it under the Securities Act and the Exchange Act or Act, (iii) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (A) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred (at any time after it has become subject to in subparagraph such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (c)(1at any time after it so qualifies), (B) a copy of Rule 144 adopted the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Commission under Company, which may be furnished through the Company’s filing on the Securities Actand Exchange Commission’s XXXXX site, and (C) and the rules and regulations adopted by the Commission thereunder, that if it ceases such other information as may be reasonably requested to be so required to file such reports, it will upon the request of avail any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under any rule or regulation of the Securities Act, and Exchange Commission that permits the selling of any such securities without registration (ii) deliver such information at any time after the Company has become subject to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 the reporting requirements under the Securities Act and it will take or pursuant to Form S-3 (at any time after the Company so qualifies to use such further action as any Holder of Registrable Securities may reasonably requestform)), and (iv) shall take such further action as any Holder of Registrable Securities may reasonably request, including (x) instructing the transfer agent for the Registrable Securities to remove restrictive legends from any Registrable Securities sold pursuant to Rule 144 (to the extent such removal is permitted under Rule 144 and other applicable law), and (y) cooperating with the Holder of such Registrable Securities to facilitate the transfer of such securities through the facilities of The Depository Trust Company, in such amounts and credited to such accounts as such Holder may request (or, if applicable, the preparation and delivery of certificates representing such securities, in such denominations and registered in such names as such Holder may request), all to the extent required from time to time to enable such Holder the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144. Upon request, the Company shall deliver to such any Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and (only if such filings are not available via EDGAR) to in subparagraph (c)(1) of Rule 144 adopted by promptly furnish the Commission under Holders with true and complete copiex xx all such filings. As long as any Holder owns Registrable Securities, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements. This Agreement shall terminate on the date on which the Registrable Securities have been sold pursuant to a registration statement or may be sold without restriction pursuant to Rule 144(k) of the Securities Act.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Shares or 15 of the Exchange ActUnderlying Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Company after the date hereof pursuant to Section 13(a) or l5(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Shares or Underlying Shares, if the Company is not required to file reports pursuant to Section 13(a) or l5(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act (including the annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports under Sections 13 and required by Section 13(a) or 15(d) of the Exchange Act referred Act, as well as any other information required thereby, in the time period that such filings would have been required to in subparagraph (c)(1) of Rule 144 adopted by the Commission have been made under the Securities Exchange Act) and the rules and regulations adopted by the Commission thereunder, . The Company further covenants that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Underlying Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions referred to time, or any similar or successor rule or regulation hereafter adopted by in the CommissionPurchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns any Notes, Warrants or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holders with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns any Notes, Warrants or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities the Conversion Shares and the Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Notes, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c)(2) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including compliance with the provisions of the Purchase Agreement relating to timethe transfer of the Notes, or any similar or successor rule or regulation hereafter adopted by the CommissionConversion Shares, Warrants and Warrant Shares. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Company after the date hereof pursuant to Section 13(a) or l5(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Registrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or l5(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act (including the annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports under Sections 13 and required by Section 13(a) or 15(d) of the Exchange Act referred Act, as well as any other information required thereby, in the time period that such filings would have been required to in subparagraph (c)(1) of Rule 144 adopted by the Commission have been made under the Securities Exchange Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon . Upon the request of any Holder, the Company shall deliver to such Holder a written certification of Registrable Securities (i) make publicly available a duly authorized officer as to whether it has complied with such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and requirements. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Underlying Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActHolder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as the Commission under Holder owns Registrable Securities, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such the Holder to sell Registrable Securities Conversion Shares, Warrant Shares, PIK Interest Shares and AIR Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as any Holder owns any Registrable Securities or securities entitling the Company is subject Holder to the reporting requirements of Section 13 or 15 of the Exchange Actacquire Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and, at the Holder’s request, to in subparagraph (c)(1) promptly furnish the Holders with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns Registrable Securities or securities entitling the Commission under Holder to acquire Registrable Securities, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holder, at the Holder’s request, and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell its Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as If the Company is subject shall have filed a registration statement with respect to the reporting Class B Common Stock or the Option Shares pursuant to the requirements of Section 13 or 15 12 of the Exchange ActAct or a registration statement with respect to the Class B Common Stock or the Option Shares pursuant to the requirements of the Securities Act (or a registration statement shall have been filed, in either case, with respect to the Class A Common Stock or Class C Common Stock if any shares of the Class B Common Stock have been converted into such other class of Common Stock), the Company covenants to the Holders of Registrable Securities that the Company shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder the Purchaser to sell Registrable Securities shares of Class B Common Stock or the Option Shares, as the case may be (or Class C Common Stock or Class A Common Stock if any shares of the Class B Common Stock have been converted into such other class of Common Stock), without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon If any shares of Class B Common Stock or Option Shares (or Class A Common Stock or Class C Common Stock if any shares of the Class B Common Stock have been converted into such other class of Common Stock) are to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request of any Holder of Registrable Securities in connection with that Holder's such sale pursuant to and, in the case of a disposition in accordance with Rule 144, an executed copy of Form 144 required to be filed with the SEC (if required by Rule 144). Anything to the contrary contained in this Section 3.6 notwithstanding, the Company shall deliver may deregister any of its securities under 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 requirementsthe Exchange Act.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 Holder owns Put Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holder with true and complete copies of Rule 144 adopted by all such filings. As long as the Commission under Holder owns Put Shares, Warrants or Warrant Shares, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Put Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that the Holder's sale pursuant to Rule 144, the Company shall deliver to such the Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActPurchaser owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by and, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, but the availability of “current public information” (as that term is defined in Rule 144) will enable Purchaser to dispose of Registrable Securities under Rule 144, it will upon the request of any Holder of Registrable Securities (i) prepare and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it current public information. The Company will also take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities Purchaser may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as other than providing legal opinions, within five (5) Business Days from the date of such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commissionrequest. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144Purchaser, the Company shall deliver to such Holder the Company a written statement certificate of a duly authorized officer as to whether it has complied with such requirements. Notwithstanding anything in this Agreement, the Company shall not be required to register any of its equity securities under Section 12 of the Exchange Act in order to enable Purchaser to dispose of Registrable Securities under Rule 144.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and (only if such filings are not available via EDGAR) to in subparagraph (c)(1) promptly furnish the Holxxxx with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements. This Agreement shall terminate on the date on which the Registrable Securities have been sold pursuant to a registration statement or may be sold without restriction pursuant to Rule 144(k) of the Securities Act.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13 (a) or the Securities Act 15 (including the reports under Sections 13 and 15(dd) of the Exchange Act referred and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Warrants or Warrant Shares, if the Company is not required to file reports pursuant to Section 13 (a) or 15 (d) if the Exchange Act, it will prepare and furnish to the Holders and make publicly available in subparagraph (c)(1) of accordance with Rule 144 adopted by (c) promulgated under the Commission Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required thereby, in the time period that such filings would have been required to have been made under the Securities Act) and the rules and regulations adopted by the Commission thereunder, . The Company further covenants that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action actin as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has ahas complied with such requirements.

Rule 144. For so As long as any Holder owns Shares, Warrants or Underlying Shares (as such term is defined in the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActPurchase Agreement), the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of . As long as any Holder owns Shares, Warrants or Underlying Shares prior to the date on which all Holders may resell all of Registrable Securities (i) make publicly available such information as is necessary to permit sales its Shares, Warrants or Underlying Shares without volume restrictions pursuant to Rule 144 under the Securities Act, (ii144(k) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act (as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent for the benefit of and enforceable by any Holder), if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Underlying Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions referred to time, or any similar or successor rule or regulation hereafter adopted by in the CommissionPurchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so 11 69 As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Stock, Dividend Shares, Conversion Shares, Option Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holder with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns Preferred Stock, Dividend Shares, Conversion Shares, Option Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Dividend Shares, Conversion Shares, Option Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Warrants or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Warrants or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 144(c) promulgated under the Securities Act, (iiannual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) deliver or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such information filings would have been required to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 have been made under the Securities Act and Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent reasonably required from time to time to enable such Holder Person to sell Registrable Securities Note Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon Act at the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as the Company is subject The Issuers covenant to the reporting requirements holders of Section 13 or 15 of Registrable Securities and Xxxxxxx, Xxxxx & Co., that to the extent it shall be required to do so under the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company Issuers shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder holder of Registrable Securities or Xxxxxxx, Xxxxx & Co., may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities or Xxxxxxx, Xxxxx & Co., to sell Securities or Exchange Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities or Xxxxxxx, Xxxxx & Co. in connection with that Holderholder's or Xxxxxxx, Xxxxx & Co.'s sale pursuant to Rule 144, the Company Issuers shall deliver to such Holder holder or Xxxxxxx, Xxxxx & Co. a written statement as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Debentures or 15 of the Exchange ActUnderlying Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holders with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns Debentures or Underlying Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Underlying Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions referred to time, or any similar or successor rule or regulation hereafter adopted by in the CommissionPurchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Shares, Common Shares, Warrants or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Preferred Shares, Warrants or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent reasonably required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares, Common Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Stock, Dividend Shares, Conversion Shares, Option Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holder with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns Preferred Stock, Dividend Shares, Conversion Shares, Option Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Dividend Shares, Conversion Shares, Option Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns a Warrant or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns a Warrant or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell the Warrants and/or Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Warrants or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Warrants or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 144(c) promulgated under the Securities Act, (iiannual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) deliver or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such information filings would have been required to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 have been made under the Securities Act and Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent reasonably required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company is subject to the reporting requirements of Section 13 or 15 of public without registration, during the Exchange Actapplicable Effectiveness Period, the Company covenants will use its reasonable best efforts (a) to the Holders of Registrable Securities that the Company shall timely file the all reports required to be filed by it the Company after the date hereof under the Securities Act and the Exchange Act or the Securities Act (including the reports under Sections 13 and pursuant to Section 13(a) or 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act144) and the rules and regulations adopted by the Commission thereunder), that (b) if it ceases to be so the Company is not required to file reports pursuant to such reportssections, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available in accordance with Rule 144(c) such information as is necessary required for the Holders to permit sales pursuant sell Common Shares under Rule 144, and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 under 144, the Securities Act and the Exchange Act, (ii) deliver a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company if not otherwise publicly available on XXXXX, and (iii) such other information as may be reasonably requested to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as avail any Holder of Registrable Securities any rule or regulation of the Commission that permits the selling of any such securities without registration, as may reasonably request, be necessary and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder the Holders to sell Registrable Securities Common Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall including causing its attorneys to issue and deliver any appropriate legal opinion required to permit a Holder to sell Common Shares under Rule 144 upon receipt of appropriate documentation relating to such Holder a written statement as to whether it has complied with such requirementssale.

Rule 144. For so long as the The Company is subject covenants to the reporting requirements holders of Section 13 or 15 of Registrable Securities and Goldxxx, Xxchx & Xo., that to the extent it shall be required to do so under the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder holder of Registrable Securities or Goldxxx, Xxchs & Co., may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities or Goldxxx, Xxchx & Xo., to sell Securities or Exchange Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the written request of any Holder holder of Registrable Securities or Goldxxx, Xxchs & Co. in connection with that Holderholder's or Goldxxx, Xxchx & Xo.'s sale pursuant to Rule 144, the Company shall deliver to such Holder holder or Goldxxx, Xxchs & Co. a written statement as to whether it has complied with such requirements.

Rule 144. For so long as the Company is subject With a view to making available to the reporting requirements Holders the benefits of Section 13 SEC Rule 144 and any other rule or 15 regulation of the Exchange ActSEC that may at any time permit the Holders to sell the Registrable Securities to the public without registration, the Company covenants agrees to use commercially reasonable efforts to: (i) to make and keep public information available as those terms are understood in SEC Rule 144, (ii) to file with the Holders of Registrable Securities that the Company shall SEC in a timely file the manner all reports and other documents required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) an issuer of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 securities registered under the Securities Act and it will take such further action or the Exchange Act pursuant to SEC Rule 144, (iii) as long as any Holder owns any Registrable Securities, to furnish in writing upon such Holder’s request a written statement by the Company that it has complied with the reporting requirements of Registrable Securities may reasonably request, SEC Rule 144 and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within and the limitations of the exemption provided by Rule 144 under the Securities Exchange Act, as such Rule may be amended from time and to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver furnish to such Holder a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Holder of any rule or regulation of the SEC permitting the selling of any such Registrable Securities without registration, (iv) with respect to the sale of any Registrable Securities by a Holder pursuant to SEC Rule 144 and subject to Holder providing necessary documentation to meet the requirements of such rule, to promptly furnish, without any charge to such Holder, a written statement legal opinion of its counsel to facilitate such sale and, if necessary, instruct its transfer agent in writing that it may rely on said written legal opinion of counsel with respect to said sale and (v) undertake any additional actions reasonably necessary to maintain the availability of Rule 144 as to whether it has complied with such requirementscontemplated hereby.

Rule 144. For so long as the Company is subject With a view to making available to the reporting requirements Holders the benefits of Section 13 SEC Rule 144 and any other rule or 15 regulation of the Exchange ActSEC that may at any time permit the Holders to sell the Registrable Securities to the public without registration, the Company covenants agrees to use commercially reasonable efforts to: (i) to make and keep public information available as those terms are understood in SEC Rule 144, (ii) to file with the Holders of Registrable Securities that the Company shall SEC in a timely file the manner all reports and other documents required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) an issuer of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 securities registered under the Securities Act and it will take such further action or the Exchange Act pursuant to SEC Rule 144, (iii) as long as any Holder owns any Registrable Securities, to furnish in writing upon such Xxxxxx’s request a written statement by the Company that it has complied with the reporting requirements of Registrable Securities may reasonably request, SEC Rule 144 and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within and the limitations of the exemption provided by Rule 144 under the Securities Exchange Act, as such Rule may be amended from time and to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver furnish to such Holder a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Holder of any rule or regulation of the SEC permitting the selling of any such Registrable Securities without registration, (iv) with respect to the sale of any Registrable Securities by a Holder pursuant to SEC Rule 144 and subject to Holder providing necessary documentation to meet the requirements of such rule, to promptly furnish, without any charge to such Holder, a written statement as legal opinion of its counsel to whether facilitate such sale and, if necessary, instruct its Transfer Agent in writing that it has complied may rely on said written legal opinion of counsel with such requirementsrespect to said sale and (v) undertake any additional actions commercially necessary to maintain the availability of Rule 144.

Rule 144. For so long as the The Company is subject covenants to and with each Holder of Registrable Securities that to the reporting requirements of Section 13 or 15 of extent it shall be required to do so under the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including including, but not limited to, the reports under Sections Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c)(l) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities shall make and keep public information available (i) make publicly available such information as is necessary to permit sales pursuant to those terms are understood and defined in Rule 144 or any similar or analogous rule promulgated under the Securities Act, (ii) deliver such information at all times after the effective date of the first registration filed by the Company for an offering of its securities to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably requestgeneral public, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing it to sell any such Registrable Securities without registration.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver delivery to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as the Company is subject The Issuer covenants to the reporting requirements holders of Section 13 or 15 of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company Issuer shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities in connection with that Holder's holder’s sale pursuant to Rule 144, the Company Issuer shall deliver to such Holder holder a written statement as to whether it has complied with such requirements. The Issuer will be deemed to have satisfied the foregoing requirements if any of the Issuer’s Parents files such reports and takes such actions of the types otherwise so required, in each case within the applicable time periods.

Rule 144. For so As long as any Holder owns the Company is subject to the reporting requirements of Section 13 Note, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns the Commission under Note, Conversion Shares, Warrants or Warrant Shares, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Purchased Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall use commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Purchased Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon use commercially reasonable efforts to prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will use commercially reasonable efforts to take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably requestrequest in writing, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Purchased Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including compliance with the provisions of the Purchase Agreement relating to timethe transfer of the Purchased Shares, or any similar or successor rule or regulation hereafter adopted by the CommissionWarrants and Warrant Shares. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144writing, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActHolder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holder with true and complete copies of Rule 144 adopted by all such filings. As long as the Commission under Holder owns Registrable Securities, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such the Holder to sell Registrable Securities Warrants, Preferred Shares and Common Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Warrants or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Warrants or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Common Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as Provided the Company is subject to the reporting -------- requirements of Section 13 or 15 of the Exchange Act, as long as the Holder owns Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holders with true and complete copies of Rule 144 adopted by all such filings. As long as the Commission under Holder owns Notes Shares, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Note Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that the Holder's sale pursuant to Rule 144, the Company shall deliver to such the Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as The Company hereby covenants that after the Company is subject shall have filed a registration statement pursuant to the reporting requirements of Section 13 or 15 12 of the Exchange ActAct or a registration statement pursuant to the requirements of the Securities Act (excluding a registration statement on Form F-4), the Company covenants to the Holders of Registrable Securities that the Company shall will file in a timely file the manner all reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunderSEC thereunder (or, that if it ceases to be so the Company is not required to file such reports, it will will, upon the request of any Holder of Registrable Securities (i) Securities, make publicly available such other information so long as is necessary to permit sales pursuant to under Rule 144 under the Securities Act), (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions 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 CommissionSEC. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144Securities, the Company shall will deliver to such Holder a written statement as to whether it has complied with such requirements. In addition, the Company hereby agrees that for a period of eighteen months following the date on which a registration statement filed pursuant to Section 3 shall have become effective, the Company shall not deregister such securities under Section 12 of the Exchange Act (even if then permitted to do so pursuant to the Exchange Act and the rules and regulations promulgated thereunder).

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActHolder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as the Commission under Holder owns Registrable Securities, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such the Holder to sell Registrable Securities Conversion Shares, Warrant Shares, PIK Dividend Shares and Redemption Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Company after the date hereof pursuant to Section 13(a) or l5(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Registrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Underlying Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions referred to time, or any similar or successor rule or regulation hereafter adopted by in the CommissionPurchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so With a view to making available to the ASSAC Shareholders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit ASSAC Shareholders to sell the Registrable Securities to the public without registration, as long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActASSAC Shareholders own Registrable Securities, the Company ASSAC covenants to the Holders of Registrable Securities that the Company shall timely file the (or obtain extensions in respect thereof and file within any applicable grace period) all reports required to be filed by it ASSAC with the SEC as a foreign private issuer or otherwise, as applicable. As long as the ASSAC Shareholders own Ordinary Shares, if ASSAC is not required to file reports under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) ASSAC Shareholders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required to be filed by foreign private issuers or otherwise, as applicable under the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. ASSAC further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities the ASSAC Shareholders may reasonably request, all to the extent reasonably required from time to time to enable such Holder the ASSAC Shareholders to sell Registrable Securities Ordinary Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144the ASSAC Shareholders, the Company ASSAC shall deliver to such Holder ASSAC Shareholders a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Warrants or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Warrants or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 144(c) promulgated under the Securities Act, (iiannual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) deliver or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such information filings would have been required to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 have been made under the Securities Act and Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent reasonably required from time to time to enable such Holder Person to sell Registrable Securities Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company is subject to the reporting requirements of Section 13 or 15 of public without registration, during the Exchange ActEffectiveness Period, the Company covenants will use its reasonable best efforts (a) to the Holders of Registrable Securities that the Company shall timely file the all reports required to be filed by it the Company after the date hereof under the Securities Act and the Exchange Act or the Securities Act (including the reports under Sections 13 and pursuant to Section 13(a) or 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act144) and the rules and regulations adopted by the Commission thereunder), that (b) if it ceases to be so the Company is not required to file reports pursuant to such reportssections, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available in accordance with Rule 144(c) such information as is necessary required for the Holders to permit sales pursuant sell Common Shares under Rule 144, and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 under 144, the Securities Act and the Exchange Act, (ii) deliver a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company if not otherwise publicly available on XXXXX, and (iii) such other information as may be reasonably requested to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as avail any Holder of Registrable Securities any rule or regulation of the Commission that permits the selling of any such securities without registration, as may reasonably request, be necessary and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder the Holders to sell Registrable Securities Common Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall including causing its attorneys to issue and deliver any appropriate legal opinion required to permit a Holder to sell Common Shares under Rule 144 upon receipt of appropriate documentation relating to such Holder a written statement as to whether it has complied with such requirementssale.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Stock, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Preferred Stock, Conversion Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including compliance with the provisions of the Purchase Agreement relating to time, or any similar or successor rule or regulation hereafter adopted by the Commissiontransfer of the Conversion Shares and Warrant Shares. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company covenants to the Holders of Registrable Securities that the The Company shall timely file the reports required to be filed by it under the Securities Act and the Exchange Act or the Securities Act (including but not limited to the reports under Sections sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1c) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunderthereunder (or, that if it ceases to be so the Company is not required to file such reports, it will will, upon the request of any Holder holder of Registrable Securities (i) Securities, make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (iiother information) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder holder of Registrable Securities may reasonably request, and shall take or any broker facilitating such further action as any Holder of Registrable Securities sale may reasonably request, all to the extent (i) required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the Commission. Upon Notwithstanding anything in this Agreement to the contrary, without the consent of the Company (which consent will not be unreasonably withheld in the case of a proposed sale by the Initiating Holders of more than 1 million shares of H Stock), the Initiating Holders shall not have the right to request registration under the Securities Act with respect to any Registrable Securities if the amount of Registrable Securities such holders expect to sell can otherwise be disposed of in accordance with Rule 144. The Company shall also provide such information and otherwise use all reasonable commercial efforts to cooperate with any Holder holder of Registrable Securities in connection with that Holder's any other sale by such holder pursuant to another exemption under the Securities Act, in each case to the extent such information or other action by the Company may be necessary to effect such sale pursuant to Rule 144the applicable exemption. Upon the request of any holder of Registrable Securities, the Company shall will deliver to such Holder a written statement as holder any information to whether it has complied be delivered or filed in connection with such requirementsthe requirements of this Section 4.

Rule 144. For so long a period of three years following the date hereof (or such shorter period as may permit the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company covenants to the Holders sale of Registrable Securities under Rule 144 under the Securities Act without regard to the require ment of "current public information") , PhoneTel covenants that the Company shall timely it will file the reports required to be filed by it under the Securities Act and the Securities Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) 1934, as amended, and the rules and regulations adopted by the Commission thereunderSEC thereunder (or, that if it ceases to be so PhoneTel is not required to file such reports, it will will, upon the request of any Holder holder of Registrable Securities (i) Securities, make publicly available such other information so long as is necessary to permit sales pursuant to under Rule 144 under the Securities Act), (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will 146 take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions 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 CommissionSEC. Upon the request of any Holder holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144Securities, the Company shall PhoneTel will deliver to such Holder holder a written statement as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably requestrequest in writing, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including compliance with the provisions of the Purchase Agreement relating to time, or any similar or successor rule or regulation hereafter adopted by the Commissiontransfer of the Conversion Shares and Warrant Shares. Upon the request of any Holder of Registrable Securities Holder, in connection with that Holder's sale pursuant to Rule 144writing, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns any Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holder with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns any Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell any Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActHolder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holder with true and complete copies of Rule 144 adopted by all such filings. As long as the Commission under Holder owns Registrable Securities, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such the Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that the Holder's sale pursuant to Rule 144, the Company shall deliver to such the Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements. This Agreement shall terminate on the date on which the Registrable Securities may be sold without restriction pursuant to Rule 144(k) of the Securities Act.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Shares, Conversion Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted and, if any Holder so requests or if such reports have not been filed by the Commission under the Securities Act) and the rules and regulations adopted by Company with the Commission thereunderpursuant to the Commission's "electronic data gathering and retrieval" (EDGAX) xxrvice, that to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Preferred Shares, Conversion Shares, Warrants or Warrant Shares, if it ceases to be so the Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Rule 1 44A and Regulation S. etc. The Company covenants to that, following the Holders consummation of Registrable Securities that the Company shall timely an IPO, it will file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunderSEC thereunder (or, that if it ceases to be so the Company is not required to file such reportsreports following the consummation of such IPO, it will will, upon the reasonable request of any Holder holder of Registrable Securities (i) Securities, make publicly available such necessary information for so long as is necessary to permit sales pursuant to Rule 144 144, Rule 144A or Regulation S under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take any such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holders of Registrable Securities to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144 144, Rule 144A or Regulation S under the Securities Act, as such Rule Rules may be amended from time to time, or (ii) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon The Company agrees that, prior to the request consummation of an IPO, any Holder holder of Registrable Securities in connection with that Holder's sale may, to the extent necessary to permit sales of Registrable Securities to an actual or prospective purchaser pursuant to Rule 144, Rule 1 44A or Regulation S under the Securities Act, provide copies of Company financial statements in its possession to such actual or prospective purchaser (but only if such purchaser is not a Competitor or Affiliate thereof), subject to the agreement of such purchaser to comply, as if it were a holder of Registrable Securities, with any confidentiality obligations of such holder of Registrable Securities to the Company shall deliver or any Affiliate thereof with respect to such Holder a written statement as to whether it has complied with such requirementsfinancial statements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent reasonably required from time to time to enable such Holder Person to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as Acquirer shall cause Parent to comply with the Company is subject to the reporting filing requirements of Section 13 or 15 of the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under set forth in Sections 13 and 15(d) of the Exchange Act (as referred to in subparagraph (c)(1c) of Rule 144 adopted by the Commission SEC under the Securities Act) and the rules and regulations adopted by the Commission thereunderSEC thereunder (or, that if it ceases to be so Parent is not required to file such reports, it will Acquirer will, upon the reasonable request of any Holder Accredited Converting Holders holding at least a majority of Registrable Securities (i) the then-outstanding Closing Share Consideration held by the Accredited Converting Holders, cause Parent to make publicly available such other material information as is necessary to permit sales pursuant to Rule 144 under the Securities Actat a time, (iiand in a manner, reasonably determined by Acquirer) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Accredited Converting Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Accredited Converting Holder to sell Registrable Securities Parent Ordinary Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 under the Securities Act, as such Rule Rules may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with Accredited Converting Holder, provided that Holder's sale pursuant such request may not be made more frequently than once every 12 months, Acquirer shall cause Parent to Rule 144, the Company shall deliver to such Accredited Converting Holder a written statement as to whether it has complied with such requirements. Notwithstanding anything to the contrary contained in the foregoing, nothing in this Section 5.14 shall be deemed to require Parent to register any of its securities pursuant to the Exchange Act.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon the request of any prepare and furnish to each such Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any a Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as any Holder owns Transaction Shares (as such term is defined in the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActPurchase Agreement), the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of . As long as any Holder owns Transaction Shares prior to the date on which all Holders may resell all of Registrable Securities (i) make publicly available such information as is necessary to permit sales its Transaction Shares without volume restrictions pursuant to Rule 144 under the Securities Act, (ii144(k) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act (as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent for the benefit of and enforceable by any holder thereof), if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Transaction Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions referred to time, or any similar or successor rule or regulation hereafter adopted by in the CommissionPurchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so 11 71 As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Stock, Dividend Shares, Conversion Shares, Option Shares, Warrants or 15 of the Exchange ActWarrant Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holder with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns Preferred Stock, Dividend Shares, Conversion Shares, Option Shares, Warrants or Warrant Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Dividend Shares, Conversion Shares, Option Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActAct and any Registrable Securities remain outstanding, the Company covenants to the Holders of Registrable Securities that the Company shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and Section 13(a) or 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder; provided, however, that if it the Company ceases to be so required to file such reports, it will will, upon the request of any Holder holder of Registrable Securities Securities, (ia) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the Securities Act, (iib) deliver such information to a prospective purchaser as is necessary to permit sales of its securities pursuant to Rule 144 144A under the Securities Act Act, and it will (c) take such further action as any Holder of Registrable Securities may reasonably requestthat is reasonable in the circumstances, and shall take such further action as any Holder of Registrable Securities may reasonably requestin each case, all to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (iii) any similar rules or successor rule or regulation regulations hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144Securities, the Company shall will deliver to such Holder holder a written statement as to whether it has complied with such requirements.

Rule 144. For so long as the The Company is subject to the reporting requirements of Section 13 or 15 covenants that it has filed all of the Exchange Act, the Company covenants to the Holders of Registrable Securities reports that the Company shall timely file the reports were required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission SEC thereunder, including periodic reports under Section 13 or 15(d) of the Exchange Act (the "Reports") and that if it will timely file all Reports required thereafter. If at any time the Company ceases to be so required to file such periodic reports, it will the Company will, upon the request of any Holder of Registrable Securities (i) Securities, make publicly available such the information as is necessary to permit sales pursuant to specified in paragraph (c) of Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions 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 CommissionSEC. Upon Without limitation to the foregoing, the Company shall, promptly upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with the requirements of Section 13 or 15(d) of the Exchange Act during the 12 months preceding such requirementsrequest. Each Holder may assign his rights under this Agreement to anyone to whom he sells, transfers or assigns any of the Registrable Securities so long as the new Holder is not and will not upon receipt of such Registrable Securities become an affiliate of the Company.

Rule 144. For so long as Holding agrees that at all times after it has filed a registration statement after the Company is subject date hereof pursuant to the reporting requirements of the Securities Act or Section 13 or 15 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to any class of equity securities of Holding (other than (i) the Company covenants registration of equity securities of Holding and/or options or interests in respect thereof to be offered primarily to directors and/or members of management or employees of Holding or its direct or indirect subsidiaries, and senior executives of corporations in which entities managed or sponsored by Bruckmann, Xxxxxx, Xxxxxxxx & Co. Inc. or Xxxxxxx, Dubilier & Rice, Inc. have made equity investments and/or other persons with whom Bruckmann, Xxxxxx, Xxxxxxxx & Co. Inc. or Xxxxxxx, Dubilier & Rice, Inc. has consulting or other advisory relationships, or (ii) the Holders registration of Registrable Securities that the Company shall timely equity securities and/or options or other interests in respect thereof solely on Form S-4 or S-8 or any successor form), it will file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunderthereunder (or, that if it ceases to be so Holding is not required to file such reports, it will will, upon the request of any Holder of Registrable Securities (i) the Purchaser, make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act), (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities the Purchaser may reasonably request, all to the extent required from time to time to enable such Holder the Purchaser to sell Registrable Securities Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144 under the Securities Act144, as such Rule may be amended from time to time, or (ii) any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so long as the The Company is subject covenants to the reporting requirements holders of Section 13 or 15 of Registrable Securities and Xxxxxxx Xxxxx that to the extent it shall be required to do so under the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder holder of Registrable Securities or Xxxxxxx Xxxxx may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities, or Xxxxxxx Xxxxx, to sell Securities or Exchange Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities or Xxxxxxx Xxxxx in connection with that Holderholder's or Xxxxxxx Xxxxx' sale pursuant to Rule 144, the Company shall deliver to such Holder holder or Xxxxxxx Xxxxx a written statement as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Warrants or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Warrants or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Notes or 15 of the Exchange ActConversion Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish the Holders with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns Notes or Conversion Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Actany Holder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 144(c) promulgated under the Securities Act, (iiannual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) deliver or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such information filings would have been required to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 have been made under the Securities Act and Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent reasonably required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Preferred Stock or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Preferred Stock or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as At all times after the Company is subject has filed a registration statement with the Securities and Exchange Commission pursuant to the reporting requirements of Section 13 either the Securities Act or 15 of the Exchange Act, the Company covenants to shall (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the Holders effective date of Registrable Securities that the Company shall timely IPO, (ii) file the all reports and other documents required to be filed by it under the Securities Act and the Exchange Act or Act, (iii) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (A) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred (at any time after it has become subject to in subparagraph such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F 3 (c)(1at any time after it so qualifies), (B) a copy of Rule 144 adopted the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Commission under Company, which may be furnished through the Company’s filing on the Securities Actand Exchange Commission’s EXXXX site, and (C) and the rules and regulations adopted by the Commission thereunder, that if it ceases such other information as may be reasonably requested to be so required to file such reports, it will upon the request of avail any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under any rule or regulation of the Securities Act, and Exchange Commission that permits the selling of any such securities without registration (ii) deliver such information at any time after the Company has become subject to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 the reporting requirements under the Securities Act and it will take or pursuant to Form F-3 (at any time after the Company so qualifies to use such further action as any Holder of Registrable Securities may reasonably requestform)), and (iv) shall take such further action as any Holder of Registrable Securities may reasonably request, including (x) instructing the transfer agent for the Registrable Securities to remove restrictive legends from any Registrable Securities sold pursuant to Rule 144 (to the extent such removal is permitted under Rule 144 and other applicable law), and (y) cooperating with the Holder of such Registrable Securities to facilitate the transfer of such securities through the facilities of The Depository Trust Company, in such amounts and credited to such accounts as such Holder may request (or, if applicable, the preparation and delivery of certificates representing such securities, in such denominations and registered in such names as such Holder may request), all to the extent required from time to time to enable such Holder the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144. Upon request, the Company shall deliver to such any Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the The Company covenants to that from and after the Holders of Registrable Securities that the Company IPO Effectiveness Date it shall (a) timely file the any reports and other documents required to be filed by it under the Exchange Act or the Securities Act Act, (including the reports under Sections 13 b) at all times make and 15(dkeep public information available, as those terms are understood and defined in Rule 144(c) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act, (c) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so is not required to file such reportsreports and other documents under the Exchange Act, it will upon the request of any Holder of Registrable Securities (i) make publicly available such other information as is required by, and so long as necessary to permit sales of Registrable Securities pursuant to Rule 144A under the Securities Act, (d) without cost to any holder of Registrable Securities, furnish to any such holder promptly upon request a copy of the most recent annual and quarterly reports of the Company, and such other reports, documents or shareholder communications of the Company, and (e) take such further action as each Designated Holder may reasonably request (including providing any information necessary to comply with Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request), all to the extent required from time to time to enable such Designated Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, Regulation S under the Securities Act or (ii) any similar rules or successor rule or regulation regulations hereafter adopted by the Commission. Upon The Company shall, upon the request of any Holder of Registrable Securities in connection with that Designated Holder's sale pursuant to Rule 144, the Company shall deliver to such Designated Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so long as the The Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act, the Company covenants to agrees with the Holders of Registrable Securities that the Company it shall timely file the any and all reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (ithereunder and shall make and keep public information available as those terms are understood and defined in Rule 144(c) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act. Upon the written request of any Holder, the Company shall promptly furnish to such Holder a written statement by the Company as to its compliance with the reporting requirements set forth in this Section 8. The Company will, at the request of a Holder, upon receipt from such Holder of a certificate certifying (i) that such Holder has held its Registrable Securities for the applicable holding period under Rule 144 with respect to the Holder’s possession of such Registrable Securities, as in effect on the date of such certificate, (ii) deliver that such Holder has not been an affiliate (as defined in Rule 144) of the Company during any of the 90 preceding days, and (iii) as to other matters as may be required in accordance with Rule 144, remove from the stock certificates representing such Registrable Securities that portion of any restrictive legend which relates to the registration provisions of the Securities Act. The Company acknowledges and agrees that the purpose of the requirements contained in this Section 8 are to enable the Holders to comply with the current public information requirement contained in paragraph (c) of Rule 144 of the Securities Act should the Holders ever wish to dispose of any of the securities of the Company acquired by it without registration under the Securities Act in reliance upon Rule 144 (or any similar exemptive provision). The Company shall take such other measures, and file such other information, documents and reports, as shall hereafter be required by the Commission as a prospective purchaser as is necessary condition to permit sales pursuant to the availability of Rule 144 under the Securities Act and it will take such further action as (or any Holder of Registrable Securities may reasonably requestsimilar provision hereafter in effect). The Company shall use commercially reasonable efforts to obtain eligibility to use Form S-3, and shall take such further action as any Holder the Holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Holders to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 under the Securities Act, as such Rule rules may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so long as Until the earlier of (i) the disposition of all Registrable Securities covered by the Prospectus Supplement and (ii) the first anniversary of the Prospectus Supplement Filing Date, the Company is subject to shall (a) timely (including any extensions allowed under the reporting requirements of Section 13 or 15 of the Exchange Securities Act, the Company covenants to Exchange Act and the Holders of Registrable Securities that rules and regulations adopted by the Company shall timely Commission thereunder) file the all reports required to be filed by it the Company after the date hereof under the Securities Act and the Exchange Act or the Securities Act (including the reports under Sections 13 and pursuant to Section 13(a) or 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act144) and the rules and regulations adopted by the Commission thereunder), that (b) if it ceases to be so the Company is not required to file reports pursuant to such reportssections, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available in accordance with Rule 144(c) such information as is necessary required for the Holders to permit sales pursuant sell Common Shares under Rule 144, and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 under 144, the Securities Act and the Exchange Act, (ii) deliver a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company if not otherwise publicly available on XXXXX, and (iii) such other information as may be reasonably requested to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as avail any Holder of Registrable Securities any rule or regulation of the Commission that permits the selling of any such securities without registration, as may reasonably request, be necessary and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder the Holders to sell Registrable Securities Common Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall including causing its attorneys to issue and deliver any appropriate legal opinion required to permit a Holder to sell Common Shares under Rule 144 upon receipt of appropriate documentation relating to such Holder a written statement as to whether it has complied with such requirementssale.

Rule 144. For so long as the Company is subject to the reporting -------- requirements of Section 13 or 15 of the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange ActHolder owns Registrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as the Commission under Holder owns Registrable Securities, if the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such the Holder to sell Registrable Securities Conversion Shares, Warrant Shares, Bridge Warrant Shares and AIR Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions of counsel to time, or any similar or successor rule or regulation hereafter adopted by the CommissionCompany referred to in the Purchase Agreement. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as the Company is subject With a view to making available to the reporting requirements Holders the benefits of Section 13 SEC Rule 144 and any other rule or 15 regulation of the Exchange ActSEC that may at any time permit the Holders to sell the Registrable Securities to the public without registration, the Company covenants agrees to use commercially reasonable efforts to: (i) to make and keep public information available as those terms are understood in SEC Rule 144, (ii) to file with the Holders of Registrable Securities that the Company shall SEC in a timely file the manner all reports and other documents required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) an issuer of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 securities registered under the Securities Act and it will take such further action or the Exchange Act pursuant to SEC Rule 144, (iii) as long as any Holder owns any Registrable Securities, to furnish in writing upon such Xxxxxx’s request a written statement by the Company that it has complied with the reporting requirements of Registrable Securities may reasonably request, SEC Rule 144 and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within and the limitations of the exemption provided by Rule 144 under the Securities Exchange Act, as such Rule may be amended from time and to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver furnish to such Holder a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as may be reasonably requested in availing such Holder of any rule or regulation of the SEC permitting the selling of any such Registrable Securities without registration, (iv) with respect to the sale of any Registrable Securities by a Holder pursuant to SEC Rule 144 and subject to Holder providing necessary documentation to meet the requirements of such rule, to promptly furnish, without any charge to such Holder, a written statement as legal opinion of its counsel to whether facilitate such sale and, if necessary, instruct its transfer agent in writing that it has complied may rely on said written legal opinion of counsel with such requirementsrespect to said sale and (v) undertake any additional actions commercially necessary to maintain the availability of Rule 144.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Warrants or 15 of the Exchange ActRegistrable Securities, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by Act. As long as any Holder owns Warrants or Registrable Securities, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell the Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as including providing any legal opinions relating to such sale pursuant to Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. For so long as At all times after the Company is subject has filed a registration statement with the Securities and Exchange Commission pursuant to the reporting requirements of Section 13 either the Securities Act or 15 of the Exchange Act, the Company covenants to shall (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the Holders effective date of Registrable Securities that the Company shall timely IPO, (ii) file the all reports and other documents required to be filed by it under the Securities Act and the Exchange Act or Act, (iii) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (A) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred (at any time after it has become subject to in subparagraph such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F 3 (c)(1at any time after it so qualifies), (B) a copy of Rule 144 adopted the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Commission under Company, which may be furnished through the Company’s filing on the Securities Actand Exchange Commission’s XXXXX site, and (C) and the rules and regulations adopted by the Commission thereunder, that if it ceases such other information as may be reasonably requested to be so required to file such reports, it will upon the request of avail any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under any rule or regulation of the Securities Act, and Exchange Commission that permits the selling of any such securities without registration (ii) deliver such information at any time after the Company has become subject to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 the reporting requirements under the Securities Act and it will take or pursuant to Form F-3 (at any time after the Company so qualifies to use such further action as any Holder of Registrable Securities may reasonably requestform)), and (iv) shall take such further action as any Holder of Registrable Securities may reasonably request, including (x) instructing the transfer agent for the Registrable Securities to remove restrictive legends from any Registrable Securities sold pursuant to Rule 144 (to the extent such removal is permitted under Rule 144 and other applicable law), and (y) cooperating with the Holder of such Registrable Securities to facilitate the transfer of such securities through the facilities of The Depository Trust Company, in such amounts and credited to such accounts as such Holder may request (or, if applicable, the preparation and delivery of certificates representing such securities, in such denominations and registered in such names as such Holder may request), all to the extent required from time to time to enable such Holder the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144. Upon request, the Company shall deliver to such any Holder a written statement as to whether it has complied with such requirements.

Rule 144. For so As long as the Company is subject to the reporting requirements of Section 13 any Holder owns Common Stock, Warrants, Warrant Shares, Outstanding Warrants or 15 of the Exchange ActOutstanding Shares, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by, if requested in writing by it under any Holders, the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1) promptly furnish such Holders with true and complete copies of Rule 144 adopted by all such filings. As long as any Holder owns Common Stock, Warrants, Warrant Shares, Outstanding Warrants or Outstanding Shares, if the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so Company is not required to file such reportsreports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will upon prepare and furnish to the request of any Holder of Registrable Securities (i) Holders and make publicly available such information as is necessary to permit sales pursuant to in accordance with Rule 144 under the Securities Act, (ii144(c) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 promulgated under the Securities Act annual and it will take quarterly financial statements, together with a discussion and analysis of such further action financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any Holder of Registrable Securities may reasonably requestother information required thereby, and in the time period that such filings would have been required to have been made under the Exchange Act. The Company further shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Person to sell Registrable Securities Common Stock and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, as such Rule may be amended from time including providing any legal opinions referred to time, or any similar or successor rule or regulation hereafter adopted by in the CommissionPurchase Agreement. Upon the written request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement certification of a duly authorized officer as to whether it has complied with such requirements.