Common use of Rule 144 Clause in Contracts

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

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

Rule 144. The Company covenants and agrees that it will shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (orin a timely manner and, if it at any time the Company is not required to file such reports, it they will, upon the request of any holder of Registrable SecuritiesHolder, make publicly available other information so long as necessary to permit sales in compliance with of its securities pursuant to Rule 144 under the Securities Act), and 144. The Company further covenants that it will take such further reasonable actionaction as any Holder 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 limitation of the exemptions provided by Rule 144 under 144; provided, however, that the Company shall not be obligated to provide an opinion to any Holder regarding the sale of Registrable Securities Act, as such pursuant to exemptions provided by Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission144. Upon the reasonable request of any holder of Registrable SecuritiesHolder, the Company will shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (orin a timely manner and, if it at any time the Company is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesHolder, make publicly available other information so for as long as necessary to permit sales in compliance with of its securities pursuant to Rule 144 under the Securities Act), and 144. The Company further covenants that it will take such further reasonable actionaction as any Holder 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 limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission144. Upon the reasonable request of any holder of Registrable SecuritiesHolder, the Company will shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it in the event that the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, will make publicly available other information so long as necessary to permit sales set forth in compliance with Rule 144 144(c)(2) promulgated under the Securities Act), and it will take such further reasonable actionaction as the Investor may reasonably request, or to the extent required from time to time to enable such holder the Investor to sell their Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionCommission (collectively, “Rule 144”). Upon the reasonable request of any holder of Registrable SecuritiesInvestor, the Company will deliver to such holder the Investor a written statement as to whether it has complied with such information and filing requirements.

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

Rule 144. The If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants and agrees that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesSecurityholder, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), such information) and it will take such further reasonable actionaction as any Securityholder may reasonably request, to the extent required from time to time so as to enable such holder Securityholder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesSecurityholder, the Company will deliver to such holder Securityholder a written statement as to whether it has complied with such information and filing requirements. For the avoidance of doubt, this Section 6.4 shall not in any way limit or otherwise modify any applicable restrictions on transfer set forth in the LLC Agreement.

Rule 144. The Company covenants and agrees that that, after it has filed a registration pursuant to Section 12 of the Exchange Act or a registration statement under the Securities Act becomes effective, it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act)SEC thereunder, and it will take such further reasonable actionaction as may be reasonably and customarily requested by any Holder of Registrable Securities, 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 limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder Holder of Registrable Securities, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The For one year from the date of this Agreement, the Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it in the event that the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, will make publicly available other information so long as necessary to permit sales set forth in compliance with Rule 144 144(c)(2) promulgated under the Securities Act), and it will take such further reasonable actionaction as the Investor may reasonably request, or to the extent required from time to time to enable such holder the Investor to sell their Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionCommission (collectively, “Rule 144”). Upon the reasonable request of any holder of Registrable Securitiesthe Investor, the Company will deliver to such holder the Investor a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and hereby agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securitiesthe Investor, make publicly available other information so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), and it will take such further reasonable actionaction as the Investor may reasonably request, all to the extent required from time to time to enable such holder the Investor to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securitiesthe Investor, the Company will deliver to such holder the Investor a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it in the event that the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, will make publicly available other information so long as necessary to permit sales set forth in compliance with Rule 144 44(c)(2) promulgated under the Securities Act), and it will take such further reasonable actionaction as any Holder may reasonably request, or to the extent required from time to time to enable such holder the Holders to sell their Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionCommission (collectively, "Rule 144"). Upon the reasonable request of any holder of Registrable SecuritiesHolder, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants and agrees that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesLGP Stockholder, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), such information) and it will take such further reasonable actionaction as any Stockholder may reasonably request, to the extent required from time to time so as to enable such holder Stockholder to sell Registrable Securities Shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesStockholder, the Company will deliver to such holder Stockholder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants and agrees that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesStockholder, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), such information) and it will take such further reasonable actionaction as any Stockholder may reasonably request in writing, to the extent required from time to time so as to enable such holder Stockholder to sell Registrable Securities shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable written request of any holder of Registrable SecuritiesStockholder, the Company will deliver to such holder Stockholder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants and agrees that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesStockholder, make publicly available other such information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), available) and it will take such further reasonable actionaction as any Stockholder may reasonably request, to the extent required from time to time so as to enable such holder Stockholder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesStockholder, the Company will deliver to such holder Stockholder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants and agrees that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesShareholder, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Actsuch information), and it will take such further reasonable action, to the extent required from time to time action as any Shareholder may reasonably request so as to enable such holder Shareholder to sell Registrable Securities shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesShareholder, the Company will deliver to such holder Shareholder a written statement as to whether it has complied with such information and filing requirements.

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

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants and agrees that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesShareholder, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), such information) and it will take such further reasonable actionaction as any Shareholder may reasonably request, to the extent required from time to time so as to enable such holder Shareholder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesShareholder, the Company will deliver to such holder Shareholder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants and agrees that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesStockholder, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Actsuch information), and it will take such further reasonable action, to the extent required from time to time action as any Stockholder may reasonably request so as to enable such holder Stockholder to sell Registrable Securities shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesStockholder, the Company will deliver to such holder Stockholder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The If the Company covenants and agrees that it 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, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable actionaction as any Holder may reasonably request, all to the extent required from time to time time, including the timely preparation and delivery of certificates representing Registrable Securities to be sold, to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable SecuritiesHolder, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it in the event that the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, will make publicly available other information so long as necessary to permit sales set forth in compliance with Rule 144 144(c)(2) promulgated under the Securities Act), and it will take such further reasonable actionaction as the Holder may reasonably request, or to the extent required from time to time to enable such holder the Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionCommission (collectively, "Rule 144"). Upon the reasonable request of any holder of Registrable SecuritiesHolder, the Company will deliver to such holder the Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesCommon Stock, make publicly available other such information so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), and it will take such further reasonable actionaction as any Holder may reasonably request, to the extent required from time to time to enable such holder Holder to sell Registrable Securities Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesHolder, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, Investor holding Shares purchased hereunder make publicly available other such information so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), and it will take such further reasonable actionaction as any such Investor may reasonably request, all to the extent required from time to time to enable such holder Investor to sell Registrable Securities Shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securitiesthe Investor, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will shall file the reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Commission promulgated thereunder (or, if it the Company is not required to file such reports, it will, upon the written request of any holder Holder of Registrable SecuritiesSecurities as soon as practicable, make publicly available other such information so long as is necessary to permit sales in compliance with under Rule 144 under the Securities Act144), and it will take such further reasonable actionactions as any 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 limitation of the exemptions exemption provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission144. Upon the reasonable request of any holder Holder of Registrable Securities, the Company will shall deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file file, on a timely basis, the reports -------- required to be filed by it under the Securities Act and the Exchange Act and the rules Rules and regulations adopted by the Commission thereunder Regulations (or, if it the Company is not required to file such reports, reports it will, upon the request of any holder of Registrable Securitiesthe Shares purchased hereunder, make publicly available other such information so long as necessary to permit the sales in compliance with of such Shares pursuant to Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time action as any such holder may reasonably request to enable such holder to sell Registrable Securities Shares purchased hereunder without registration under the Securities Act within the limitation of the exemptions exemption provided by (A) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, ; or (B) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securitiesa holder, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

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

Rule 144. The Company covenants and agrees that it will shall timely request and/or file the reports required to be filed by it under the Securities Exchange Act of 1934 (including but not limited to 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 (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable actionaction as any Holder of Registrable Shares may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities Shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securitiesthe Holder, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder the Investor made after the first anniversary of Registrable Securitiesthe Closing Date, make publicly available other such information so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), and it will take such further reasonable actionaction as the Investor may reasonably request, all to the extent required from time to time to enable such holder the Investor to sell Registrable Securities Shares purchased hereunder without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securitiesthe Investor, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales information) in compliance with Rule 144 under the Securities Act)a timely manner, and it will take such further reasonable actionaction as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (i) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will use its reasonable best efforts to file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission promulgated thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder Holder of Registrable SecuritiesShares, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Actsuch information), and it will take such further reasonable actionaction as any Holder of Registrable Shares may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities Shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder Holder of Registrable SecuritiesShares, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it in the event that the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, will make publicly available other information so long as necessary to permit sales set forth in compliance with Rule 144 144(c)(2) promulgated under the Securities Act), and it will take such further reasonable actionaction as the Purchaser may reasonably request, or to the extent required from time to time to enable such holder the Purchaser to sell their Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionCommission (collectively, “Rule 144”). Upon the reasonable request of any holder of Registrable SecuritiesPurchaser, the Company will deliver to such holder the Purchaser a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The If the Company covenants and agrees that it 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, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable actionaction as any Holder may reasonably request, all to the extent required from time to time time, including the timely preparation and delivery of certificates representing Registrable Securities to be sold, to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission144. Upon the reasonable request of any holder of Registrable SecuritiesHolder, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and hereby agrees that it will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securitiesthe Investor, make publicly available other information so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), and it will take such further reasonable actionaction as the Investor may reasonably request, all to the extent required from time to time to enable such holder the Investor to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission144. Upon the reasonable request of any holder of Registrable Securitiesthe Investor, the Company will deliver to such holder the Investor a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will shall take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will shall deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will use its commercially reasonable efforts to file in a timely manner the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission promulgated thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder Holder of Registrable SecuritiesShares, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Actsuch information), and it will take such further reasonable actionaction as any Holder of Registrable Shares may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities Shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder Holder of Registrable SecuritiesShares, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it the Company under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesInvestor, make publicly available other information so long as necessary to permit sales in compliance with under Rule 144 under the Securities Act), and it will take such further reasonable actionaction as the Investors may reasonably request, all to the extent required from time to time to enable such holder the Investors to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or and any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable SecuritiesInvestor, the Company will deliver to such holder Investor a written statement as to whether it has complied filings made by the Company with such information and filing requirements.the Commission. E-85

Rule 144. The Company covenants and hereby agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securitiesthe Investor, make publicly available other information so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), and it will take such further reasonable actionaction as the Investor may reasonably request, all to the extent required from time to time to enable such holder the Investor to sell Registrable Securities without registration under the Securities Act within the limitation of the 13 exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securitiesthe Investor, the Company will deliver to such holder the Investor a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The etc. If the Company covenants and agrees that it 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 relating to any class of securities, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (orthereunder, if it is not required to file and will take such reports, it will, upon the request of further action as any holder of Registrable SecuritiesSecurities may reasonably request, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable action, 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 limitation of the exemptions provided by (A) Rule 144 under the Securities Act, as such Rule 144 rule may be amended from time to time, time or (b) any similar successor rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available availabl­e other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The For so long as the Company covenants and agrees that it is subject to the periodic reporting requirements of Section 13 or 15(d) under the Exchange Act, the Company will timely file the all reports required to be filed by it under the Securities Act and such provisions of the Exchange Act and (including the rules and regulations adopted by the Commission thereunder (reports referred to in Rule 144(c)(1)) or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesHolder, make publicly available such other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable actionaction as the Holders may reasonably request, all to the extent required from time to time to enable such holder the Holders to sell Registrable Securities Shares without registration under the Securities Act within the limitation of the exemptions exemption provided by Rule 144 under the Securities Actpromulgated thereunder, as such Rule 144 may be amended from time to time, or any similar rule rules or regulation regulations hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesHolder desiring to sell Shares, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required -------- to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it in the event that the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, will make publicly available other information so long as necessary to permit sales set forth in compliance with Rule 144 144(c)(2) promulgated under the Securities Act), and it will take such further reasonable actionaction as the Investors may reasonably request, or to the extent required from time to time to enable such holder the Investors to sell their Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionCommission (collectively, "Rule 144"). Upon the reasonable request of any holder of Registrable SecuritiesInvestor, the Company will deliver to such holder the Investor a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will shall file the any reports required to be filed by it under the Securities Act and or the Exchange Act and the Company shall not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations adopted by the Commission thereunder (or, if it is not required to file would no longer require or otherwise permit such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), termination and it will shall take such further reasonable actionaction as 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 (subject to any contractual obligation of such Holders to the contrary) without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 Rules may be amended from time to time, or any similar rule Rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesHolder, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will (i) file the in a timely manner any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesHolder, make publicly available other information so long as necessary to permit sales in compliance with under Rule 144 under the Securities Act), and it will (ii) take such further reasonable actionaction as any Holder 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 limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable SecuritiesHolder, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it in the event that the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, will make publicly available other information so long as necessary to permit sales set forth in compliance with Rule 144 144(c)(2) promulgated under the Securities Act), and it will take such further reasonable actionaction as any Holder may reasonably request, or to the extent reasonably required from time to time to enable such holder the Holders to sell their Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionCommission (collectively, "Rule 144"). Upon the reasonable written request of any holder of Registrable SecuritiesHolder, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (orin a timely manner and, if it at any time the Company is not required to file such reports, it the Company will, upon the request of any holder of Registrable SecuritiesHolder, make publicly available other information so long as necessary to permit sales in compliance with of its securities pursuant to Rule 144 under the Securities Act), and 144. The Company further covenants that it will take such further reasonable actionaction as any Holder 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 limitation of the exemptions provided by Rule 144 under 144; provided, however, that the Company shall not be obligated to provide an opinion to any Holder regarding the sale of Registrable Securities Act, as such pursuant to exemptions provided by Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission144. Upon the reasonable request of any holder of Registrable SecuritiesHolder, the Company will shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will shall file with the SEC in a timely manner any reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules make and regulations adopted by the Commission thereunder (orkeep public information available, as those terms are understood and defined in Rule 144, at all times, if it such Rule is not required available with respect to file such reports, it will, upon resales of the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 Securities under the Securities Act), Act and it will shall take such further reasonable actionaction as 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 limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants and agrees that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesStockholder, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), such information) and it will take such further reasonable actionaction as any Stockholder may reasonably request, to the extent required from time to time so as to enable such holder Stockholder to sell Registrable Securities shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesStockholder, the Company will deliver to such holder Stockholder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will shall timely file the reports required to be filed by it under the Securities Exchange Act of 1934 (including but not limited to 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 (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable actionaction as any Holder of Registrable Shares may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities Shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securitiesthe Holder, the Company will deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and hereby agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securitiesthe Investor, make publicly available other information so long as necessary to permit sales in compliance with pursuant 13 to Rule 144 under the Securities Act), and it will take such further reasonable actionaction as the Investor may reasonably request, all to the extent required from time to time to enable such holder the Investor to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securitiesthe Investor, the Company will deliver to such holder the Investor a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Actinformation), and it will take such further reasonable actionaction as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions exemption provided by (i) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

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

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted promulgated by the Commission thereunder (or, if it the Company is not required to file such reports, it will, will upon the request of any holder of Registrable SecuritiesKNC, make publicly available other information so long as necessary to permit such sales in compliance with under Rule 144 under the Securities Act), and it will take such further reasonable actionaction as KNC may reasonably request, all to the extent required from time to time to enable such holder KNC to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable SecuritiesKNC, the Company will deliver to such holder KNC a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securitiesthe Investors, make publicly available other such information so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), and it will take such further reasonable actionaction as the Investors may reasonably request, all to the extent required from time to time to enable such holder the Investors to sell Registrable Securities the Shares purchased hereunder without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securitiesthe Investors, the Company will deliver to such holder them a written statement as to whether it the Company has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act Act, and the rules and regulations adopted by of the Commission thereunder if and when the Company becomes obligated to file such reports (or, if it is not the Company ceases to be required to file such reports, it willshall, upon the request of any holder of Registrable SecuritiesHolder, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Actinformation), and it will shall, if feasible, take such further reasonable actionaction as any Holder 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 limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, time or (ii) any similar rule rules or regulation regulations hereafter adopted by the Commission. Upon the reasonable written request of any holder of Registrable SecuritiesHolder, the Company will shall deliver to such holder Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not ceases to be required to file such reports, it will, upon the request of any holder of Registrable Securitiesthe Investor, make publicly available other information so long as necessary to permit sales that fulfills the information requirements set forth in compliance with Rule 144 under the Securities Act(c)(1)), and it will take such further reasonable actionaction as the Investor may reasonably request, all to the extent required from time to time to enable such holder the Investor to sell Registrable Securities the Common Shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securitiesthe Investor, the Company will deliver to such holder it a written statement as to whether it the Company has complied with such information disclosure and filing other requirements.

Rule 144. The Company covenants and hereby agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securitiesa Holder, make publicly available other information so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), and it will take such further reasonable actionaction as such Holder may reasonably request, all to the extent required from time to time to enable such holder the Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securitiesa Holder, the Company will deliver to such holder Holder a written statement as to whether it the Company has complied with such information and filing requirements.

Rule 144. The If the Company covenants and agrees that it 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, the Company will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable actionSEC thereunder, to the extent required from time to time to enable such holder each Purchaser to sell Registrable Securities shares of Convertible Preferred Stock and the shares of Common Stock into which the Convertible Preferred Stock may be converted without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesPurchaser, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The If the Company covenants and agrees that it 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, the Company will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), and it will take such further reasonable actionSEC thereunder, to the extent required from time to time to enable such holder each Purchaser to sell Registrable Securities shares of Convertible Preferred Stock and the shares of Common Stock into which the Convertible Preferred Stock may be converted without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable SecuritiesPurchaser, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The If the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants and agrees that it will file the any reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any holder of Registrable SecuritiesShareholder, make publicly available other information so long as necessary to permit sales in compliance with Rule 144 under the Securities Act), such information) and it will take such further reasonable actionaction as any Shareholder may reasonably request, to the extent required from time to time so as to enable such holder Shareholder to sell Registrable Securities shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC, subject to any applicable lock-up restrictions. Upon the reasonable request of any holder of Registrable SecuritiesShareholder, the Company will deliver to such holder Shareholder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securitiesthe Holder, make publicly available other nonconfidential information so long as necessary to permit sales in compliance with under Rule 144 under the Securities Act), and it will take such further reasonable actionother action as the Holder may reasonably request, all to the extent required from time to time to enable such holder the Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, ; or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securitiesthe Holder, the Company will deliver to such holder the Holder a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the any and all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securities, will make publicly available other such necessary information for so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), ) and that it will take such further reasonable actionaction as the Shareholders may reasonably request, all to the extent required from time to time to enable such holder the Shareholders to sell their Securities (including Series A Serial Preferred Stock and Registrable Securities Securities) without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable written request of any holder of Registrable Securitiesa Shareholder, the Company will deliver to such holder the Shareholders a written statement as to whether it has complied with such information and filing requirements.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if it is not ceases to be required to file such reports, it will, upon the request of any holder of Registrable Securitiesthe Investor, make publicly available other information so long as necessary to permit sales that fulfills the information requirements set forth in compliance with Rule 144 under the Securities Act144(c)(2)), and it will take such further reasonable actionaction as the Investor may reasonably request, all to the extent required from time to time to enable such holder the Investor to sell Registrable Securities the Common Stock issuable upon conversion of the Series B Preferred Stock without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securitiesthe Investor, the Company will deliver to such holder it a written statement as to whether it the Company has complied with such information disclosure and filing other requirements.

Rule 144. The Company covenants and agrees that it will shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (orin a timely manner and, if it at any time the Company is not required to file such reports, it they will, upon the request of any holder of Registrable SecuritiesHolder, make publicly available other information so long as necessary to permit sales in compliance with of its securities pursuant to Rule 144 under the Securities Act), and 144. The Company further covenants that it will take such further reasonable actionaction as any Holder 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 limitation of the exemptions provided by Rule 144 under 144; provided, that the Company shall not be obligated to provide an opinion to any Holder regarding the sale of Registrable Securities Act, as such pursuant to exemptions provided by Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission144. Upon the reasonable request of any holder of Registrable SecuritiesHolder, the Company will shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether it has complied with such information and filing requirements.

Rule 144. The Company Corporation covenants and agrees that it will timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Corporation is not required to file such reports, it will, upon the request of any holder of Registrable Securitiesthe Investor, make publicly available other such information so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), and it will take such further reasonable actionaction as any the Investor may reasonably request, all to the extent required from time to time to enable such holder the Investor to sell Registrable Securities any Conversion Shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirementsSEC.

Rule 144. The Company covenants and agrees that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if it the Company is not required to file such reports, it will, upon the request of any holder of Registrable Securitiesthe Investor, make publicly available other such information so long as necessary to permit sales in compliance with pursuant to Rule 144 under the Securities Act), and it will take such further reasonable actionaction as the Investor may reasonably request, all to the extent required from time to time to enable such holder the Investor to sell Registrable Securities the Shares purchased hereunder without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any holder of Registrable Securitiesthe Investor, the Company will deliver to such holder it a written statement as to whether it the Company has complied with such information and filing requirements.