Common use of Exchange Act Reports Clause in Contracts

Exchange Act Reports. The Company will use its reasonable best efforts to timely file with the SEC such information as the SEC may require under Section 13(a) or Section 15(d) of the Exchange Act, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to the availability of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holder.

Exchange Act Reports. The With a view to making available to the Buyers the benefits of Rule 144 (or its successor rule), the Company will agrees to: (a) use its reasonable best efforts to timely file with make and keep public information available, as those terms are understood and defined in Rule 144, until the SEC earlier of (i) six (6) months after such information date as the SEC may require under Section 13(a) or Section 15(d) all of the Exchange ActRegistrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect, and or (ii) such date as all of the Company Registrable Securities shall have been resold; (b) use its reasonable best efforts to take file with the SEC in a timely manner all action as may be reports and other documents required as a condition to of the availability of Rule 144 or Rule 144A Company under the Securities Act with respect and the Exchange Act so long as the Company remains subject to its Common Stock. The Company such requirements (it being understood that nothing herein shall furnish to limit any holder of Registrable the Company’s obligations under the Securities forthwith upon request Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to the Buyers (so long as the Buyers owns Registrable Securities), promptly upon request, (i) a holder may reasonably request in availing itself written statement by the Company, if true, that it has complied with the reporting, submission, and posting requirements of any rule or regulation Rule 144 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 with the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that if such reports or documents are not publicly available on via ▇▇▇▇▇, and (iii) such other information as may be reasonably requested to permit the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Buyers to sell such Securities shall not contain any legend at such time as a Holder has provided reasonable evidence pursuant to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses Rule 144 without registration; and (d) or (e) below), that (a) there has been a sale of take such Registrable Securities pursuant additional action as is reasonably requested by the Buyers to an effective registration statement, (b) there has been a sale of such enable the Buyers to sell the Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities ’s Transfer Agent as may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued reasonably requested from time to time by the SEC). Following Buyers and otherwise fully cooperate with the Buyers and any broker of a Buyer to effect such time as restrictive legends are not required to be placed on certificates representing Registrable sale of Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderRule 144.

Exchange Act Reports. The With a view to making available to the Investors the benefits of Rule 144 (or its successor rule), the Company will agrees to: (a) use its reasonable best efforts to timely file with make and keep public information available, as those terms are understood and defined in Rule 144, until the SEC earlier of (i) six (6) months after such information date as the SEC may require under Section 13(a) or Section 15(d) all of the Exchange ActRegistrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect, and or (ii) such date as all of the Company Registrable Securities shall have been resold; (b) use its reasonable best efforts to take file with the SEC in a timely manner all action reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as may be the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports and other documents is required as a condition for the applicable provisions of Rule 144; (c) furnish to the availability Investors (so long as the Investors own Registrable Securities), promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting, submission, and posting requirements of Rule 144 and the 1934 Act, (ii) a copy of the most recent annual or Rule 144A under quarterly report of the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request and such other reports and documents as a holder may reasonably request in availing itself of any rule or regulation of so filed by the Company with the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that if such reports or documents are not publicly available on via ▇▇▇▇▇, and (iii) such other information as may be reasonably requested to permit the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Investors to sell such Securities shall not contain any legend at such time as a Holder has provided reasonable evidence pursuant to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses Rule 144 without registration; and (d) or (e) below), that (a) there has been a sale of take such Registrable Securities pursuant additional action as is reasonably requested by the Investors to an effective registration statement, (b) there has been a sale of such enable the Investors to sell the Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities ’s Transfer Agent as may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued reasonably requested from time to time by the SEC). Following Investors and otherwise fully cooperate with the Investors and any broker of an Investor to effect such time as restrictive legends are not required to be placed on certificates representing Registrable sale of Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderRule 144.

Exchange Act Reports. The Company will use its reasonable best efforts to timely shall file with the SEC Trustee, within 15 days after it files the same with the Commission, copies of the information, documents and other reports (or copies of such information portions of any of the foregoing as the SEC Commission may require under by rules and regulations prescribe) which the Company is required to file with the Commission pursuant to Section 13(a) 13 or Section 15(d) of the Exchange Act, including its annual reports on Form 20-F and its reports on Form 6-K. In addition, the Company shall use make the same information, documents and other reports available, at its reasonable best efforts expense, to take all action as may Holders who so request in writing. In the event that, in the future, the Company is not required to file such information, documents or other reports pursuant to Section 13 or 15(d) of the Exchange Act, the Company shall furnish on a reasonably prompt basis to the Trustee and Holders who so request in writing, substantially the same financial and other information that the Company would be required as a condition to include and file in an annual report on Form 20-F and reports on Form 6-K. If the Company is not subject to the availability reporting requirements of Section 13 or 15(d) of the Exchange Act at any time when the Securities are “restricted securities” within the meaning of Rule 144 144(a)(3) under the Securities Act, then it shall promptly furnish or cause to be furnished financial and other information described in Rule 144A(d)(4) under the Securities Act of 1933 (or any successor provision thereto) with respect to the Company or the Guarantor to any Holder or to a prospective purchaser of a Note who is designated by such Holder and is a qualified institutional buyer (as defined in Rule 144A), upon the request of such Holder or prospective purchaser, to the extent required to permit such Holder to comply with Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request any resale of the Company, such Holder provides the Company with an opinion of counsel to Securities held by such Holder. Delivery of such reports, in a reasonably acceptable form, information and documents to the effect that Trustee is for informational purposes only and the Trustee’s receipt of such saleshall not constitute constructive notice of any information contained therein or determinable from information contained therein, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent compliance with any of a certificate representing Registrable Securities containing a restrictive legend and its covenants hereunder (as to which the foregoing evidence (and opinion if applicableTrustee is entitled to rely exclusively on Officer’s Certificates), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holder.

Exchange Act Reports. The Company will use its reasonable best efforts to timely file with the SEC such information as the SEC may require under Section 13(a) or Section 15(d) of the Exchange Act, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to the availability of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities (if any) shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing evidencing Registrable Securities (if any) pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing evidencing Registrable Securities (if any) containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing evidencing such Registrable Securities (if any) that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate (if any) so delivered by such Holder.

Exchange Act Reports. The With a view to making available to the Investors the benefits of Rule 144 (or its successor rule), the Company will agrees to: (a) use its reasonable best efforts to timely file with make and keep public information available, as those terms are understood and defined in Rule 144, until the SEC earlier of (i) six (6) months after such information date as the SEC may require under Section 13(a) or Section 15(d) all of the Exchange ActRegistrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect, and or (ii) such date as all of the Company Registrable Securities shall have been resold; (b) use its reasonable best efforts to take file with the SEC in a timely manner all action reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as may be the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports and other documents is required as a condition for the applicable provisions of Rule 144; (c) furnish to the availability Investors (so long as the Investors own Registrable Securities), promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting, submission, and posting requirements of Rule 144 and the 1934 Act, (ii) a copy of the most recent annual or Rule 144A under quarterly report of the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request and such other reports and documents as a holder may reasonably request in availing itself of any rule or regulation of so filed by the Company with the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that if such reports or documents are not publicly available on via E▇▇▇▇, and (iii) such other information as may be reasonably requested to permit the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Investors to sell such Securities shall not contain any legend at such time as a Holder has provided reasonable evidence pursuant to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses Rule 144 without registration; and (d) or (e) below), that (a) there has been a sale of take such Registrable Securities pursuant additional action as is reasonably requested by the Investors to an effective registration statement, (b) there has been a sale of such enable the Investors to sell the Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities ’s Transfer Agent as may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued reasonably requested from time to time by the SEC). Following Investors and otherwise fully cooperate with the Investors and any broker of an Investor to effect such time as restrictive legends are not required to be placed on certificates representing Registrable sale of Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderRule 144.

Exchange Act Reports. The Company will use its reasonable best efforts With a view to timely file with making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the registration statement pertaining to the Initial Offering; (b) take such information as action, including the SEC may require voluntary registration of its Common Stock under Section 13(a) or Section 15(d) 12 of the Exchange Act, as is necessary to enable the Holders to use Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the Exchange Act; and (d) furnish to any Holder, so long as the Holder owns any Registrable Securities, promptly upon request (i) a written statement by the Company shall use its reasonable best efforts that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act, and the Exchange Act (at any time after it has become subject to take all action such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies); (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; and (iii) such other information as may be required as a condition to the availability of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request requested in availing itself any Holder of any rule or regulation of the SEC allowing a holder to sell which permits the selling of any such Registrable Securities securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holder.

Exchange Act Reports. The With a view to making available to the Investor the benefits of Rule 144 (or its successor rule), the Company will agrees to: (a) use its reasonable best efforts to timely file with make and keep public information available, as those terms are understood and defined in Rule 144, until the SEC earlier of (i) six (6) months after such information date as the SEC may require under Section 13(a) or Section 15(d) all of the Exchange ActRegistrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect, and or (ii) such date as all of the Company Registrable Securities shall have been resold; (b) use its reasonable best efforts to take file with the SEC in a timely manner all action as may be reports and other documents required as a condition to of the availability of Rule 144 or Rule 144A Company under the Securities Act with respect and the Exchange Act so long as the Company remains subject to its Common Stock. The Company such requirements (it being understood that nothing herein shall furnish to limit any holder of Registrable Securities forthwith upon request the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to the Investor (so long as the Investor owns Registrable Securities), promptly upon request, (i) a holder may reasonably request in availing itself written statement by the Company, if true, that it has complied with the reporting, submission, and posting requirements of any rule or regulation Rule 144 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 with the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that if such reports or documents are not publicly available on via ▇▇▇▇▇, and (iii) such other information as may be reasonably requested to permit the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Investor to sell such Securities shall not contain any legend at such time as a Holder has provided reasonable evidence pursuant to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses Rule 144 without registration; and (d) or (e) below), that (a) there has been a sale of take such Registrable Securities pursuant additional action as is reasonably requested by the Investor to an effective registration statement, (b) there has been a sale of such enable the Investor to sell the Registrable Securities pursuant to Rule 144 (assuming 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the transferor is not an affiliate Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with the Investor and any broker of the Company), (c) Investor to effect such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderRule 144.

Exchange Act Reports. (a) The Company will use its reasonable best efforts Parent Common Stock has been registered under Section 12 of the Exchange Act and Parent is subject to the periodic reporting requirements of Section 13 of the Exchange Act. (b) Except as set forth on Schedule 3.10(b), Parent has timely file filed all forms, reports and documents required to be filed with the SEC such information as by applicable law since the SEC may require under Section date it first became subject to the periodic reporting requirements of Sections 13(a), 14(a), 14(c) or Section and 15(d) of the Exchange Act. All such required forms, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to the availability of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder (including the financial statements, exhibits and schedules thereto and those documents that Parent may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration file subsequent to the extent that such reports or documents date hereof) are not publicly available on collectively referred to herein as the SEC’s Electronic Data Gathering“Parent SEC Filings.” As of their respective dates, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company Parent SEC Filings (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than i) were prepared in accordance with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements Exchange Act, as the case may be, and the rules and regulations of the Securities Act SEC thereunder applicable to such Parent SEC Filings, and (including controlling judicial interpretations and pronouncements issued ii) did not at the time they were filed (or if amended or superseded by a filing prior to the SEC). Following Effective Date, then on the date of such time as restrictive legends are not filing) contain any untrue statement of a material fact or omit to state a material fact required to be placed stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) Each of the financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Filings, as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on certificates representing Registrable Securities pursuant a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent as of December 31, 2014 is hereinafter referred to as the “Parent Balance Sheet.” Except for those liabilities disclosed on Schedule 3.10(c) (the “Permitted Liabilities”), as of the Merger Time Parent will not have any liabilities of a nature required to be disclosed on a balance sheet or in the related notes to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee consolidated financial statements prepared in accordance with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderGAAP.

Exchange Act Reports. The Company will use shall furnish the Trustee, within 15 days after filing with the Commission, with copies of its reasonable best efforts annual report and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to timely file with the SEC Commission pursuant to Section 13 or 15(d) of the Exchange Act. In addition, the Company shall make the same information, documents and other reports available, at its expense, to Holders who so request in writing. In the event that, in the future, the Company is not required to file such information as the SEC may require under information, documents or other reports pursuant to Section 13(a) 13 or Section 15(d) of the Exchange Act, and then the Company shall use its reasonable best efforts to take all action as may be required as a condition furnish to the availability Trustee (i) copies of the Company’s audited annual financial statements within 120 days after the end of the Company’s fiscal year and (ii) copies of the Company’s unaudited quarterly financial statements within 60 days after the end of each of the Company’s first three fiscal quarters of each year. If the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act at any time when the Securities are “restricted securities” within the meaning of Rule 144 144(a)(3) under the Securities Act, then it shall promptly furnish or cause to be furnished financial and other information described in Rule 144A(d)(4) under the Securities Act of 1933 (or any successor provision thereto) with respect to the Company to any Holder, or to a prospective purchaser of a Note who is designated by such Holder, upon the request of such Holder or prospective purchaser, to the extent required to permit such Holder to comply with Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request any resale of the Company, such Holder provides the Company with an opinion of counsel to Securities held by such Holder. Delivery of such reports, in a reasonably acceptable form, information and documents to the effect that Trustee is for informational purposes only and the Trustee’s receipt of such saleshall not constitute constructive notice of any information contained therein or determinable from information contained therein, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent compliance with any of a certificate representing Registrable Securities containing a restrictive legend and its covenants hereunder (as to which the foregoing evidence (and opinion if applicableTrustee is entitled to rely exclusively on Officer’s Certificates), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holder.

Exchange Act Reports. The With a view to making available to the Investors the benefits of Rule 144 (or its successor rule), the Company will agrees to: (a) use its reasonable best efforts to timely file with make and keep public information available, as those terms are understood and defined in Rule 144, until the SEC earlier of (i) six (6) months after such information date as the SEC may require under Section 13(a) or Section 15(d) all of the Exchange ActRegistrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect, and or (ii) such date as all of the Company Registrable Securities shall have been resold; (b) use its reasonable best efforts to take file with the SEC in a timely manner all action reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as may be the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Securities Purchase Agreement) and the filing of such reports and other documents is required as a condition for the applicable provisions of Rule 144; (c) furnish to the availability Investors (so long as the Investors own Registrable Securities), promptly upon request,( i) a written statement by the Company, if true, that it has complied with the reporting, submission, and posting requirements of Rule 144 and the 1934 Act, (ii) a copy of the most recent annual or Rule 144A under quarterly report of the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request and such other reports and documents as a holder may reasonably request in availing itself of any rule or regulation of so filed by the Company with the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that if such reports or documents are not publicly available on via ▇▇▇▇▇, and (iii) such other information as may be reasonably requested to permit the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Investors to sell such Securities shall not contain any legend at such time as a Holder has provided reasonable evidence pursuant to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses Rule 144 without registration; and (d) or (e) below), that (a) there has been a sale of take such Registrable Securities pursuant additional action as is reasonably requested by the Investors to an effective registration statement, (b) there has been a sale of such enable the Investors to sell the Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities ’s Transfer Agent as may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued reasonably requested from time to time by the SEC). Following Investors and otherwise fully cooperate with the Investors and any broker of an Investor to effect such time as restrictive legends are not required to be placed on certificates representing Registrable sale of Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderRule 144.

Exchange Act Reports. The Company will use its reasonable best efforts to timely file with the SEC such information as the SEC may require under Section 13(a) or Section 15(d) of the Exchange Act, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to the availability of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s 's Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities (if any) shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s 's or selling stockholder’s 's letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing evidencing Registrable Securities (if any) pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s 's transfer agent of a certificate representing evidencing Registrable Securities (if any) containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing evidencing such Registrable Securities (if any) that is free from all restrictive and other legends or credit the balance account of such Holder’s 's or such Holder’s 's nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate (if any) so delivered by such Holder.

Exchange Act Reports. (a) The Company will use its reasonable best efforts Parent Common Stock has been registered under Section 12 of the Exchange Act and Parent is subject to the periodic reporting requirements of Section 13 of the Exchange Act. (b) Except as set forth on Schedule 3.10(b), Parent has timely file filed all forms, reports and documents required to be filed with the SEC such information as by applicable law since the SEC may require under Section 13(adate it first became subject to the periodic reporting requirements of Sections13(a), 14(a), 14(c) or Section and 15(d) of the Exchange Act. All such required forms, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to the availability of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder (including the financial statements, exhibits and schedules thereto and those documents that Parent may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration file subsequent to the extent that such reports or documents date hereof) are not publicly available on collectively referred to herein as the SEC’s Electronic Data Gathering“Parent SEC Filings.” As of their respective dates, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company Parent SEC Filings (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than i) were prepared in accordance with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements Exchange Act, as the case may be, and the rules and regulations of the Securities Act SEC thereunder applicable to such Parent SEC Filings, and (including controlling judicial interpretations and pronouncements issued ii) did not at the time they were filed (or if amended or superseded by a filing prior to the SEC). Following Effective Date, then on the date of such time as restrictive legends are not filing) contain any untrue statement of a material fact or omit to state a material fact required to be placed stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) Each of the financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Filings, as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on certificates representing Registrable Securities pursuant a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly presented the financial position of Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of Parent as of December 31, 2014 is hereinafter referred to as the “Parent Balance Sheet.” Except for those liabilities disclosed on Schedule 3.10(c) (the “Permitted Liabilities”), as of the Merger Time Parent will not have any liabilities of a nature required to be disclosed on a balance sheet or in the related notes to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee consolidated financial statements prepared in accordance with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderGAAP.

Exchange Act Reports. The With a view to making available to the Holder the benefits of Rule 144 (or its successor rule), the Company will agrees to: (a) use its reasonable best efforts to timely file with make and keep public information available, as those terms are understood and defined in Rule 144, until the SEC earlier of (i) six (6) months after such information date as the SEC may require under Section 13(a) or Section 15(d) all of the Exchange ActRegistrable Securities may be sold without restriction by the Holders thereof pursuant to Rule 144 or any other rule of similar effect, and or (ii) such date as all of the Company Registrable Securities shall have been resold; (b) use its reasonable best efforts to take file with the SEC in a timely manner all action as may be reports and other documents required as a condition to of the availability of Rule 144 or Rule 144A Company under the Securities Act with respect and the Exchange Act so long as the Company remains subject to its Common Stock. The Company such requirements (it being understood that nothing herein shall furnish to limit any holder of Registrable Securities forthwith upon request the Company’s obligations under the Notes) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (c) furnish to the Holder (so long as the Holder owns Registrable Securities), promptly upon request, (i) a holder may reasonably request in availing itself written statement by the Company, if true, that it has complied with the reporting, submission, and posting requirements of any rule or regulation Rule 144 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 with the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that if such reports or documents are not publicly available on via E▇▇▇▇, and (iii) such other information as may be reasonably requested to permit the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of sell such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), without registration; and (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, take such Holder provides the Company with an opinion of counsel to such Holder, in a additional action as is reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued requested by the SEC). Following such time as restrictive legends are not required Holder to be placed on certificates representing enable the Holder to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the preceding sentence, Company’s Transfer Agent as may be reasonably requested from time to time by the Company will, no later than three (3) Business Days following Holder and otherwise fully cooperate with the delivery by Holder and any broker of a Holder to the Company or the Company’s transfer agent effect such sale of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause pursuant to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderRule 144.

Exchange Act Reports. The Company will use shall furnish the Trustee, within 15 days after filing with the Commission, with copies of its reasonable best efforts annual report and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to timely file with the SEC Commission pursuant to Section 13 or 15(d) of the Exchange Act. In addition, the Company shall make the same information, documents and other reports available, at its expense, to Holders who so request in writing. In the event that, in the future, the Company is not required to file such information as the SEC may require under information, documents or other reports pursuant to Section 13(a) 13 or Section 15(d) of the Exchange Act, and then the Company shall use its reasonable best efforts to take all action as may be required as a condition furnish to the availability Trustee (i) copies of the Company’s audited annual financial statements within 120 days after the end of the Company’s fiscal year and (ii) copies of the Company’s unaudited quarterly financial statements within 60 days after the end of each of the Company’s first three fiscal quarters of each year. If the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act at any time when the Securities are “restricted securities” within the meaning of Rule 144 144(a)(3) under the Securities Act, then it shall promptly furnish or cause to be furnished financial and other information described in Rule 144A(d)(4) under the Securities Act of 1933 (or any successor provision thereto) with respect to the Company to any Holder, or to a prospective purchaser of a Note who is designated by such Holder, upon the request of such Holder or prospective purchaser, to the extent required to permit such Holder to comply with Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request any resale of the Company, such Holder provides the Company with an opinion of counsel to Securities held by such Holder. Delivery of any reports, in a reasonably acceptable form, information and documents to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities Trustee pursuant to this Section 1005 is for informational purposes only and the preceding sentenceTrustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or including the Company’s transfer agent compliance with any of a certificate representing Registrable Securities containing a restrictive legend and its covenants hereunder (as to which the foregoing evidence (and opinion if applicableTrustee is entitled to rely exclusively on Officer’s Certificates), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holder.

Exchange Act Reports. The Company will use its reasonable best efforts has delivered or made available to timely file with the SEC such information as the SEC may require under Section 13(a) or Section 15(d) Subscriber true and complete copies of the Exchange Act Reports (including, without limitation, proxy information and solicitation materials). The Company has not provided to the Subscriber any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed. As of their respective dates, the Exchange Act Reports complied (and as of its effective date, the Registration Statement for the Underlying Stock will comply) in all material respects with the requirements of the Exchange Act (or in the case of such Registration Statement, the Securities Act) and the rules and regulations of the SEC promulgated thereunder and other applicable federal, state and local laws, rules and regulations, and none of the Exchange Act Reports contained (and, as of its effective date, such Registration Statement will not contain) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company shall use its reasonable best efforts included (or to take be included) in the Exchange Act Reports and the Registration Statement comply as to form in all action material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been (or will be) prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be required as a condition to otherwise indicated in such financial statements or the availability notes thereto or (ii) in the case of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration unaudited interim statements, to the extent that such they may not include footnotes or may be condensed or summary statements) and fairly present (or will fairly present) in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Subscriber contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are or were made, not misleading. The preceding sentence notwithstanding, the Company does not make any representation or warranty relating to (i) information contained in any analyst reports or documents are not publicly available on (ii) the SEC’s Electronic Data Gatheringfinancial forecast prepared by the Company in December 1997 for fiscal year 1998, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has which have been provided reasonable evidence to the Company (including any customary broker’s Subscriber by or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate on behalf of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holder.

Exchange Act Reports. The With a view to making available the -------------------- benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Restricted Securities to the public pursuant to a registration statement on Form S-3 or without registration pursuant to Rule 144, in each case, after such time as a public market exists for the Common Stock of the Company, the Company will agrees to use its all reasonable best efforts to: (a) Make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date that the Company becomes subject to timely file with the SEC such information as reporting requirements of the SEC may require under Section 13(a) Securities Act or Section 15(d) of the Exchange Act, ; (b) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Company shall use its reasonable best efforts Exchange Act (at any time after it has become subject to take all such reporting requirements); (c) Take such other action as may be required necessary to allow the Holders, Series C Holders and Series D Holders to utilize Form S-3, or any successor form, for the resale of their Registrable Securities; and (d) So long as a condition Holder, Series C Holder or Series D Holder owns any Restricted Securities, to furnish to the availability Holder, Series C Holder or Series D Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 or Rule 144A under (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act with respect and the Exchange Act (at any time after it has become subject to its Common Stock. The Company shall furnish such reporting requirements), that it qualifies as a registrant whose securities may be resold pursuant to any holder a registration statement on Form S-3, a copy of Registrable Securities forthwith upon request the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a holder the Holder, Series C Holder or Series D Holder may reasonably request in availing itself of any rule or regulation of the SEC Commission allowing a holder the Holder, Series C Holder or Series D Holder to sell any such Registrable Securities securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holderregistration.

Exchange Act Reports. The Company will use its reasonable best efforts has timely filed all Exchange Act Reports required to timely file be filed by it with the SEC such information as during the SEC may require under Section 13(a) or Section 15(d) past twelve months pursuant to the reporting requirements of the Exchange Act. The Company has delivered or made available to the Subscriber true and complete copies of the Exchange Act Reports (including, without limitation, proxy information and solicitation materials) filed for reporting periods on or after December 31, 1996. The Company has not provided to the Subscriber any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed. As of their respective dates, the Exchange Act Reports covering periods on and after December 31, 1997 complied (and as of its effective date, the Registration Statement (as defined in Section 5.1 hereof) for the offer and sale of the Underlying Stock will comply) in all material respects with the requirements of the Exchange Act (or in the case of such Registration Statement, the Securities Act) and the rules and regulations of the SEC promulgated thereunder and other applicable federal, state and local laws, rules and regulations, and none of the Exchange Act Reports covering periods on and after December 31, 1997 or otherwise incorporated by reference in the Registration Statement contained (and, as of its effective date, such Registration Statement will not contain) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company shall use its reasonable best efforts included (or to take be included) in the Exchange Act Reports referred to in the preceding sentence and incorporated by reference in the Registration Statement, comply as to form in all action material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been (or will be) prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be required as a condition to otherwise indicated in such financial statements or the availability notes thereto or (ii) in the case of Rule 144 or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration unaudited interim statements, to the extent that such reports they may not include footnotes or documents are not publicly available may be condensed or summary statements) and fairly present (or will fairly present) in all material respects the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence Company to the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor Subscriber which is not an affiliate included in the Exchange Act Reports contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the Company)circumstances under which they were made, (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holdermisleading.

Exchange Act Reports. The Company will use its reasonable best efforts has filed all reports required to timely file with be filed by it under the SEC such information as the SEC may require under Exchange Act, including pursuant to Section 13(a) or Section 15(d) thereof, since August 31, 1995 (the foregoing materials being collectively referred to herein as the "Exchange Act Reports"). The Company has delivered or made available to the Subscribers true, correct and complete copies of the Exchange ActAct Reports (including, without limitation, proxy information and solicitation materials). The Company has not provided to the Subscribers any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed. As of their respective dates, the Exchange Act Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder and other applicable federal, state and local laws, rules and regulations, and none of the Exchange Act Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The audited financial statements of the Company shall use its reasonable best efforts included in the Exchange Act Reports comply or will comply in all material respects as to take all action form with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (a) as may be required as a condition otherwise indicated in such financial statements or the notes thereto or (b) in the case of unaudited interim statements, to the availability extent they may not include footnotes or may be condensed or summary statements) and fairly present (or will fairly present) in all material respects the consolidated financial position of Rule 144 or Rule 144A under the Securities Act with respect Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to its Common Stocknormal year-end audit adjustments). The Company shall furnish to any holder of Registrable Securities forthwith upon request has filed (including filing such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports by incorporation by reference) all agreements or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto. Certificates evidencing Registrable Securities shall not contain any legend at such time as a Holder has provided reasonable evidence to which the Company (including any customary broker’s or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below), is a party that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the SEC). Following such time as restrictive legends are not required to be placed on certificates representing Registrable Securities pursuant filed as exhibits to the preceding sentence, the Company will, no later than three (3) Business Days following the delivery by a Holder to the Company or the Company’s transfer agent of a certificate representing Registrable Securities containing a restrictive legend and the foregoing evidence (and opinion if applicable), deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such HolderExchange Act Reports.

Exchange Act Reports. Generally. The Company will use its reasonable best efforts send to timely the Trustee copies of all reports that the Parent Guarantor is required to file with the SEC such information as the SEC may require under pursuant to Section 13(a) or Section 15(d) of the Exchange Act, and the Company shall use its reasonable best efforts to take all action as may be required as a condition to the availability of Rule 144 Act (other than Current Reports on Form 8-K or Rule 144A under the Securities Act with respect to its Common Stock. The Company shall furnish to any holder of Registrable Securities forthwith upon request such reports and documents as a holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a holder to sell any such Registrable Securities without registration to the extent that such reports or documents are not publicly available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system Form 6-K (or any successor system thereto. Certificates evidencing Registrable Securities shall form), as the case may be) within fifteen (15) calendar days after the date that the Parent Guarantor is required to file the same (after giving effect to all applicable grace periods under the Exchange Act); provided, however, that the Company need not contain any legend at such time as a Holder has provided reasonable evidence send to the Company (including Trustee any customary broker’s material for which the Parent Guarantor has received, or selling stockholder’s letters but expressly excluding an opinion of counsel other than with respect to clauses (d) or (e) below)is seeking in good faith and has not been denied, that (a) there has been a sale of such Registrable Securities pursuant to an effective registration statement, (b) there has been a sale of such Registrable Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (c) such Registrable Securities are then eligible for sale under Rule 144(b)(i), (d) in connection with a sale, assignment or other transfer (other than under Rule 144), upon request of the Company, such Holder provides the Company with an opinion of counsel to such Holder, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Registrable Securities may be made without registration under the applicable requirements of the Securities Act or (e) such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued confidential treatment by the SEC. Any report that the Parent Guarantor files with the SEC through the EDGAR system (or any successor thereto) will be deemed to be sent to the Trustee at the time such report is so filed via the EDGAR system (or such successor). Following Upon the request of any Holder, the Trustee will provide to such time as restrictive legends are not required Holder a copy of any report that the Company has sent the Trustee pursuant to this Section 3.02(A), other than a report that is deemed to be placed on certificates representing Registrable Securities sent to the Trustee pursuant to the preceding sentence, . (B) Trustee’s Disclaimer. The Trustee need not determine whether the Company will, no later than three Parent Guarantor has filed any material via the EDGAR system (3or such successor). The sending or filing of reports pursuant to Section 3.02(A) Business Days following the delivery by a Holder will not be deemed to constitute actual or constructive notice to the Company Trustee of any information contained, or determinable from information contained, therein, including the Company’s transfer agent or the Parent Guarantor’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee will have no obligation whatsoever to monitor or confirm, on a certificate representing Registrable Securities containing a restrictive legend and continuing basis or otherwise, the foregoing evidence Parent Guarantor’s compliance with its covenants under this Indenture or with respect to any reports or other documents filed with the SEC via the EDGAR system (and opinion if applicable)or any successor thereto) or any other website, deliver or cause to be delivered to such Holder a certificate representing such Registrable Securities that is free from all restrictive and other legends or credit the balance account of such Holder’s or such Holder’s nominee with DTC (if DTC is then offered by the Company and its transfer agent) with a number of shares of Common Stock equal to the number of shares of Common Stock represented by the certificate so delivered by such Holderparticipate in any conference calls. Section 3.03.