Common use of Information Available Clause in Contracts

Information Available. So long as the Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration Statement, the Company will furnish to such Investor: (a) as soon as practicable after publicly available, one copy of (i) its Annual Reports to Stockholders (which Annual Reports shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Reports to Stockholders, its Annual Reports on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period. (b) upon the reasonable written request of such Investor, all exhibits excluded by the parenthetical to subparagraph (a)(iv) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor; and (c) upon the reasonable written request of such Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such Investor, will meet with such Investor or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless such Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of Shares Registrable Securities owned by an Investor and such Investor holds Shares subject a Holder, NFC will furnish (or, to the Registration Statementextent such information is available electronically through NFC’s filings with the SEC, NFC will make available via the Company will furnish SEC’s ▇▇▇▇▇ system or any successor thereto) to such Investoreach Holder: (a) as soon as practicable after publicly it is available, one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ) and (ii) if not included in substance in the Annual Reports Report to Stockholders, its Annual Reports Report on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares K (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investoran Holder, all exhibits excluded by the parenthetical to subparagraph (a)(iva)(ii) of this Section 4.5 5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorstockholders; and (c) upon the reasonable written request of such Investoran Holder, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the CompanyNFC, upon the reasonable request of such Investoran Holder, will meet with such Investor each Holder or a representative thereof its representatives at the Company's NFC’s headquarters during NFC’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Shares Registrable Securities and will otherwise reasonably cooperate with any Investor conducting an Holder’s investigation for the purpose of reducing or eliminating such Investor's the Holder’s exposure to liability under the Securities Act, including the reasonable production of information at the Company's NFC’s headquarters; provided, that the Company NFC shall not be required to disclose any confidential information to or meet at its headquarters with any Investor an Holder until and unless such Investor that Holder shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company NFC with the Company NFC with respect thereto.

Information Available. As long as any Purchaser owns the Shares and the Company is subject to the filing requirements of the Exchange Act, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. So long as the a Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementPurchaser, the Company will furnish to the Purchaser upon such InvestorPurchaser’s request: (a) as soon as practicable after publicly availableavailable (but in the case of the Company’s Annual Report to Stockholders, concurrently with delivery to its shareholders generally) one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with U.S. generally accepted accounting principles by a national nationally recognized firm of certified public accountants), (ii) if not included in substance in the Annual Reports Report to Stockholders, upon the request of the Purchaser, its Annual Reports Report on Form 10-K, (iii) upon the request of the Purchaser, its Quarterly Reports on Form 10-Q, (iv) upon the request of the Purchaser, its Current Reports on Form 8-K, and (ivv) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investor, all exhibits excluded by the parenthetical to subparagraph (a)(iva)(v) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor7.5; and (c) upon the reasonable written request of such Investorthe Purchaser, an adequate a reasonable number of copies of the Prospectuses prospectuses and supplements thereto to supply to any other party requiring such Prospectusesprospectuses and supplements; and the Company, upon the reasonable request of such Investorthe Purchaser, will meet with such Investor the Purchaser or a representative thereof at the Company's ’s headquarters to discuss all information relevant for disclosure in the a Registration Statement covering the Shares and will otherwise cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquartersShares; provided, that the Company provide to the Purchaser at the Purchaser’s request a reasonable time prior to such meeting a copy of the draft Registration Statement, any SEC comments and amendments; provided further, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until the Purchaser only if the Purchaser has requested such information in writing and unless such Investor shall have entered into a confidentiality agreement with the Company in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of Shares Securities owned by an Investor and such Investor holds Shares subject to the Registration StatementSubscriber, the Company will furnish (or, to the extent such Investorinformation is available electronically through the Company’s filings with the SEC, the Company will make available) to the Subscriber: (a) as soon as practicable after publicly it is available, one copy of of: (i) its most recent Annual Reports Report to Stockholders Shareholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified an independent registered public accountants)accounting firm, and (ii) if not included in substance in the Annual Reports Report to StockholdersShareholders, its most recent Annual Reports Report on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares K (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Subscriber, all exhibits excluded by the parenthetical to subparagraph subsection (a)(iva)(ii) of this Section 4.5 5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorshareholders; and (c) upon the reasonable written request of such Investorthe Subscriber, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such Investorthe Subscriber, will meet with such Investor the Subscriber or a representative thereof at the Company's ’s headquarters during the Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Shares Securities and will otherwise reasonably cooperate with any Investor the Subscriber conducting an investigation for the purpose of reducing or eliminating such Investor's the Subscriber’s exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor the Subscriber until and unless such Investor the Subscriber shall have entered into a confidentiality agreement agreement, in form and substance reasonably satisfactory to the Company Company, with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of Shares Registrable Securities owned by an Investor and such Investor holds Shares subject to the Registration StatementPurchaser, the Company will furnish (or, to the extent such Investorinformation is available electronically through the Company’s filings with the SEC, the Company will make available via the SEC’s E▇▇▇▇ system or any successor thereto) to the Purchaser: (a) as soon as practicable after publicly it is available, one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ) and (ii) if not included in substance in the Annual Reports Report to Stockholders, its Annual Reports Report on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares K (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iva)(ii) of this Section 4.5 5.7 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorstockholders; and (c) upon the reasonable written request of such Investorthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such Investorthe Purchaser, will meet with such Investor the Purchaser or a representative thereof at the Company's ’s headquarters during the Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Shares Registrable Securities and will otherwise reasonably cooperate with any Investor the Purchaser conducting an investigation for the purpose of reducing or eliminating such Investor's the Purchaser’s exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that the Company shall is not be required to disclose any confidential information to or meet at its headquarters with any Investor the Purchaser until and unless such Investor shall have the Purchaser has entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. As long as any Purchaser owns the Shares and the Company is subject to the filing requirements of the Exchange Act, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. So long as the Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementPurchaser, the Company will furnish to the Purchaser upon such InvestorPurchaser’s request: (a) as soon as practicable after publicly availableavailable (but in the case of the Company’s Annual Report to Stockholders, concurrently with delivery to its shareholders generally) one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with U.S. generally accepted accounting principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Reports Report to Stockholders, upon the request of the Purchaser, its Annual Reports Report on Form 10-K, (iii) upon the request of the Purchaser, its Quarterly Reports on Form 10-Q, (iv) upon the request of the Purchaser, its Current Reports on Form 8-K, and (ivv) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investor, all exhibits excluded by the parenthetical to subparagraph (a)(iva)(v) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor7.5; and (c) upon the reasonable written request of such Investorthe Purchaser, an adequate a reasonable number of copies of the Prospectuses prospectuses and supplements thereto to supply to any other party requiring such Prospectusesprospectuses and supplements; and the Company, upon the reasonable request of such Investorthe Purchaser, will meet with such Investor the Purchaser or a representative thereof at the Company's ’s headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquartersShares; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until the Purchaser only if the Purchaser has requested such information in writing and unless such Investor shall have entered into a confidentiality agreement with the Company in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is ---------------------- effective covering the resale of Shares the Registrable Securities owned by an Investor and such Investor holds Shares subject to the Registration StatementInvestor, the Company will shall furnish to such the Investor: (a) as soon as practicable after publicly availableit is available (but in the case of the Company's Annual Report to Shareholders, within one hundred twenty (120) days after the end of each fiscal year of the Company), one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ; (ii) if not included in substance in the Annual Reports Report to Stockholders, its Annual Reports Report on Form 10-KK (the foregoing, in each case, excluding exhibits); (iii) if not included in substance in its Quarterly Reports to Shareholders, its quarterly reports on Form 10-Q, ; and (iv) a full copy of the particular Registration Statement covering the Shares Registrable Securities (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such the Investor, all exhibits excluded by the parenthetical to subparagraph subparagraphs (a)(iva)(ii), (iii) and (iv) of this Section 4.5 6.7 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorshareholders; and (c) upon the reasonable written request of such the Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such the Investor, will shall meet with such the Investor or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares Registrable Securities and will shall otherwise cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such the Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless such the Investor shall have entered into a confidentiality agreement with the Company in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of Shares Registrable Securities owned by an Investor and such Investor holds Shares subject to the Registration Statementa Purchaser, the Company will furnish (or, to the extent such Investorinformation is available electronically through the Company’s filings with the SEC, the Company will make available via the SEC’s E▇▇▇▇ system or any successor thereto) to each Purchaser: (a) as soon as practicable after publicly it is available, one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ) and (ii) if not included in substance in the Annual Reports Report to Stockholders, its Annual Reports Report on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares K (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iva)(ii) of this Section 4.5 6.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorstockholders; and (c) upon the reasonable written request of such Investorthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such Investora Purchaser, will meet with such Investor each Purchaser or a representative thereof at the Company's ’s headquarters during the Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Shares Registrable Securities and will otherwise reasonably cooperate with any Investor the Purchasers conducting an investigation for the purpose of reducing or eliminating such Investor's the Purchasers’ exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor a Purchaser until and unless such Investor that Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of Shares Registrable Securities owned by an Investor and such Investor holds Shares subject to the Registration StatementInvestor, the Company will furnish (or, to the extent such information is available electronically through the Company’s filings with the SEC, the Company will make available) to the Eligible Investor: (a) as soon as practicable after publicly it is available, one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain consolidated financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ) and (ii) if not included in substance in the Annual Reports Report to Stockholders, its Annual Reports Report on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares K (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such the Investor, all exhibits excluded by the parenthetical to subparagraph (a)(iva)(ii) of this Section 4.5 6.6 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorshareholders; and (c) upon the reasonable written request of such the Eligible Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such the Eligible Investor, will meet with such the Eligible Investor or a representative thereof at the Company's ’s headquarters during the Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Shares Registrable Securities and will otherwise reasonably cooperate with any the Investor conducting an investigation for the purpose of reducing or eliminating such the Investor's ’s exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any the Eligible Investor until and unless such the Eligible Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of Shares Registrable Securities owned by an Investor and such Investor holds Shares subject to the Registration Statementa Purchaser, the Company will furnish (or, to the extent such Investorinformation is available electronically through the Company’s filings with the SEC, the Company will make available via the SEC’s ▇▇▇▇▇ system or any successor thereto) to each Purchaser: (a) as soon as practicable after publicly it is available, one copy of (i) its Annual Reports Report to Stockholders Shareholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ) and (ii) if not included in substance in the Annual Reports Report to StockholdersShareholders, its Annual Reports Report on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares K (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iva)(ii) of this Section 4.5 6.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorshareholders; and (c) upon the reasonable written request of such Investorthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such Investora Purchaser, will meet with such Investor each Purchaser or a representative thereof at the Company's ’s headquarters during the Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Shares Registrable Securities and will otherwise reasonably cooperate with any Investor the Purchasers conducting an investigation for the purpose of reducing or eliminating such Investor's the Purchasers’ exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor a Purchaser until and unless such Investor that Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of Shares and Warrant Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementPurchaser, the Company will furnish to such Investorthe Purchaser: (a) other than any such reports or communications filed with the Commission pursuant to the Commission’s E▇▇▇▇ system, as soon as practicable after such reports or communications become publicly availableavailable (but in the case of the annual report to the Stockholders, within 150 days after the end of each fiscal year of the Company), one copy of (i) its Annual Reports annual report to Stockholders (which Annual Reports annual report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Reports annual report to Stockholders, upon the request of Purchaser, its Annual Reports annual report on Form 10-K, (iii) upon request of Purchaser, its Quarterly Reports quarterly reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares and Warrant Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iv) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor; and (c) upon the a reasonable written request of such Investor, an adequate number of copies of the Prospectuses Prospectuses, and any supplements thereto, to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such Investorthe Purchaser and with prior notice, will meet with such Investor be available to the Purchaser or a representative thereof at the Company's ’s headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor Purchaser conducting an investigation for the purpose of reducing or eliminating such Investor's Purchaser’s exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless such Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory subject to the Company with the Company with respect theretorestrictions on unauthorized disclosure of information contained in Regulation FD and appropriate confidentiality limitations.

Information Available. As long as any Purchaser owns the Registration Shares and the Company is subject to the filing requirements of the Exchange Act, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Purchasers and make publicly available in accordance with paragraph (c) of Rule 144 such information as is required for the Purchasers to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request to satisfy the provisions of Rule 144 applicable to the issuer of securities relating to transactions for the sale of securities pursuant to Rule 144. So long as the Registration Statement is effective covering the resale of Registration Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementPurchaser, the Company will furnish to the Purchaser, without charge, upon such InvestorPurchaser’s request: (a) as soon as practicable after publicly availableavailable (but in the case of the Company’s Annual Report to Stockholders, concurrently with delivery to its shareholders generally) one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with U.S. generally accepted accounting principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Reports Report to Stockholders, its Annual Reports Report on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, (iv) its Current Reports on Form 8-K, (v) its definitive proxy statements for all annual and special meetings of stockholders and (ivvi) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investor, all exhibits excluded by the parenthetical to subparagraph (a)(iva)(vi) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor7.5; and (c) upon the reasonable written request of such Investorthe Purchaser, an adequate a reasonable number of copies of the Prospectuses prospectuses and supplements thereto to supply to any other party requiring such Prospectusesprospectuses and supplements; and the Company, upon the reasonable request of such Investorthe Purchaser, will meet with such Investor the Purchaser or a representative thereof at the Company's ’s headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquartersRegistration Shares; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until the Purchaser only if the Purchaser has requested such information in writing and unless such Investor shall have entered into a confidentiality agreement with the Company in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. As long as any Investor owns the Shares or Warrant Shares and the Company is subject to the filing requirements of the Exchange Act, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. So long as the Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementInvestor, the Company will furnish to the Investor upon such Investor’s request and at no cost to the Investor: (a) as soon as practicable after publicly availableavailable (but in the case of the Company’s Annual Report to Stockholders, concurrently with delivery to its shareholders generally) one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with U.S. generally accepted accounting principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Reports Report to Stockholders, upon the request of the Investor, its Annual Reports Report on Form 10-K, (iii) upon the request of the Investor, its Quarterly Reports on Form 10-Q, (iv) upon the request of the Investor, its Current Reports on Form 8-K, and (ivv) a full copy of the particular Registration Statement covering the Shares and Warrant Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investor, all exhibits excluded by the parenthetical to subparagraph (a)(iva)(v) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor7.5; and (c) upon the reasonable written request of such the Investor, an adequate a reasonable number of copies of the Prospectuses prospectuses and supplements thereto to supply to any other party requiring such Prospectusesprospectuses and supplements; and the Company, upon the reasonable request of such the Investor, will meet with such the Investor or a representative thereof at the Company's ’s headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquartersWarrant Shares; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any the Investor until only if the Investor has requested such information in writing and unless such Investor shall have entered into a confidentiality agreement with the Company in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as From the date of this Agreement through the date the Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration Statementany Purchaser is no longer effective, the Company will furnish to such InvestorPurchaser: (a) as soon as practicable after publicly availableavailable (but in the case of the Company's Annual Report to Stockholders, within 120 days after the end of each fiscal year of the Company), one copy of of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ; (ii) if not included in substance in the Annual Reports Report to Stockholders, its Annual Reports Report on Form 10-K, ; (iii) its Quarterly Reports quarterly reports on Form 10-Q, and ; and (iv) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such InvestorPurchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iv) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor; and (c) upon the a reasonable written request of such Investor, an adequate number of copies of the Prospectuses Prospectus to supply to any other party requiring such Prospectusesthe Prospectus; and the Company, upon the reasonable request of such Investoreach Purchaser, will meet with such Investor the Purchaser or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor such Purchaser in conducting an investigation for the purpose of reducing or eliminating such InvestorPurchaser's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to to, or meet at its headquarters with with, any Investor Purchaser until and unless such Investor Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the a Registration Statement is effective covering the resale of Shares and/or Contingent Shares, if any, owned by an Investor and such Investor holds Shares subject to the Registration StatementPurchaser, the Company will furnish or otherwise make available to such Investorthe Purchasers: (a) as soon as practicable after publicly available, available one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with U.S. generally accepted accounting principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Reports Report to Stockholders, upon the request of the Purchaser, its Annual Reports Report on Form 10-K, (iii) upon the request of the Purchaser, its Quarterly Reports on Form 10-Q, (iv) upon the request of the Purchaser, its Current Reports on Form 8-K, (v) upon the request of the Purchaser, its Notice of Annual Meeting of Shareholders and proxy statement for the Company’s annual meeting and (ivvi) a full copy of the particular Registration Statement covering the Shares and/or Contingent Shares, if any, (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Purchaser, all exhibits in the form filed with the Commission excluded by the parenthetical to subparagraph (a)(iv) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor7.04(a)(vi); and (c) upon the reasonable written request of such Investorthe Purchaser, an adequate a reasonable number of copies of the Prospectuses prospectuses to supply to any other party requiring such Prospectusesprospectuses; and the Company, upon the reasonable request of such Investorthe Purchaser, will meet with such Investor the Purchaser or a representative thereof at the Company's ’s headquarters to discuss all information relevant for disclosure in the such Registration Statement covering the Shares and/or Contingent Shares, if any, and will otherwise reasonably cooperate with any Investor Purchaser conducting an investigation for the purpose of reducing or eliminating such Investor's Purchaser’s exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided’s headquarters during normal business hours, that the Company shall not be required subject to disclose any confidential information to or meet at its headquarters with any Investor until and unless such Investor shall have entered into a appropriate confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect theretolimitations.

Information Available. So long as the Registration Statement is effective covering the resale of Shares Registrable Securities owned by an Investor and such Investor holds Shares subject to the Registration Statement, the Purchaser: (a) The Company will furnish to such Investor: the Purchaser: (ai) as soon as practicable after publicly availableavailable (but in the case of the Annual Report to the Stockholders, within 150 days after the end of each fiscal year of the Company), one copy of (iA) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), (iiB) if not included in substance in the Annual Reports Report to Stockholders, upon the written request of the Purchaser, its Annual Reports Report on Form 10-K, (iiiC) upon the written request of the Purchaser, its Quarterly Reports quarterly reports on Form 10-Q, and (ivD) a full copy of the particular Registration Statement covering the Shares Registrable Securities (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period. (bii) upon the reasonable written request of such Investorthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iv) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor; and (c) upon the a reasonable written request of such Investor, an adequate number of copies of the Prospectuses Prospectuses, and any supplements thereto, to supply to any other party requiring such Prospectuses; and and (b) the Company, upon the reasonable written request of such Investorthe Purchaser and with reasonable prior notice, will meet with such Investor be available to the Purchaser or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares Registrable Securities and will otherwise cooperate with any Investor Purchaser conducting an investigation for the purpose of reducing or eliminating such InvestorPurchaser's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that in a manner not to interfere with the normal business operations of the Company, subject to appropriate confidentiality limitations. (c) As long as any Purchaser owns the Securities and the Company shall not be is subject to the filing requirements of the Exchange Act, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to disclose any confidential information to or meet at its headquarters with any Investor until and unless such Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory be filed by the Company after the date hereof pursuant to the Company with Exchange Act. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Purchasers and make publicly available in accordance with respect theretoparagraph (c) of Rule 144 such information as is required for the Purchasers to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request to satisfy the provisions of Rule 144 applicable to the issuer of securities relating to transactions for the sale of securities pursuant to Rule 144.

Information Available. So long as the Registration Statement is effective covering the resale of the Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementInvestor, the Company will furnish to such each Investor: (a) upon the request of the Investor, as soon as practicable after publicly availableit is available (but in the case of the Company's Annual Report to Stockholders, within one hundred twenty (120) days after the end of each fiscal year of the Company), one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ; (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits); (iii) if not included in substance in its Quarterly Reports to Stockholders, its Annual Reports on Form 10-K, (iii) its Quarterly Reports quarterly reports on Form 10-Q, and ; or (iv) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such the Investor, all exhibits excluded by the parenthetical to subparagraph subparagraphs (a)(iva)(ii), (iii) and (iv) of this Section 4.5 5.7 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorstockholders; and (c) upon the reasonable written request of such the Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such the Investor, will meet with such the Investor or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise reasonably cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless such the Investor shall have entered into a confidentiality agreement with the Company in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the any Shelf Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration Statementin effect, the Company will furnish shall deliver to such Investorthe Investors: (ai) as soon as practicable practicable, but in any event within 45 days after publicly availablethe end of each fiscal year of the Company, one copy of (iA) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ) and (iiB) if not included in substance in the Annual Reports to Stockholders, its Annual Reports Report on Form 10-K; and (ii) as soon as practicable, (iii) but in any event within 45 days after the end of each fiscal quarter of the Company, one copy of its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares Q (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such any Investor, all exhibits excluded by the parenthetical to subparagraph paragraph (a)(iva) of this Section 4.5 2.1 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor; andstockholders; (c) upon the reasonable written request of such any Investor, an adequate number of copies of the Prospectuses prospectus related to any Shelf Registration Statement to supply to any other party requiring such Prospectusesprospectus; and the Company, upon the reasonable request of such an Investor, will meet with such the Investor or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the any Shelf Registration Statement covering the Shares and will otherwise cooperate with any the Investor in conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto; and (d) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as an Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (d) to provide information which it deems in good faith to be a trade secret or similar confidential information until and unless the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is --------------------- effective covering the resale of the Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementInvestor, the Company will furnish to such the Investor: (a) upon the request of the Investor, as soon as practicable after publicly availableit is available (but in the case of the Company's Annual Report to Stockholders, within one hundred twenty (120) days after the end of each fiscal year of the Company), one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ; (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits); (iii) if not included in substance in its Quarterly Reports to Stockholders, its Annual Reports on Form 10-K, (iii) its Quarterly Reports quarterly reports on Form 10-Q, and ; or (iv) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such the Investor, all exhibits excluded by the parenthetical to subparagraph subparagraphs (a)(iva)(ii), (iii) and (iv) of this Section 4.5 5.7 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorstockholders; and (c) upon the reasonable written request of such the Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such the Investor, will meet with such the Investor or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise reasonably cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless such the Investor shall have entered into a confidentiality agreement with the Company in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementSO LONG AS ANY REGISTRATION STATEMENT IS EFFECTIVE COVERING THE RESALE OF REGISTRABLE SECURITIES OWNED BY THE HOLDER, the Company will furnish to such InvestorTHE COMPANY WILL FURNISH (OR, TO THE EXTENT SUCH INFORMATION IS AVAILABLE ELECTRONICALLY THROUGH THE COMPANY'S FILINGS WITH THE SEC, THE COMPANY WILL MAKE AVAILABLE) TO THE HOLDER: (a) as soon as practicable after publicly it is available, one copy of (i) its Annual Reports Report to Stockholders Shareholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified an independent registered public accountants)accounting firm, and (ii) if not included in substance in the Annual Reports Report to StockholdersShareholders, its Annual Reports Report on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares K (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Holder, all exhibits excluded by the parenthetical to subparagraph subsection (a)(iva)(ii) of this Section 4.5 5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorshareholders; and (c) upon the reasonable written request of such Investorthe Holder, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such Investorthe Holder, will meet with such Investor the Holder or a representative thereof at the Company's ’s headquarters during the Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Shares Registrable Securities and will otherwise reasonably cooperate with any Investor the Holder conducting an investigation for the purpose of reducing or eliminating such Investor's the Holder’s exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor the Holder until and unless such Investor the Holder shall have entered into a confidentiality agreement agreement, in form and substance reasonably satisfactory to the Company Company, with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration Statementa Holder, the Company will furnish (or, to the extent such Investorinformation is available electronically through the Company’s filings with the SEC, the Company will make available via the SEC’s ▇▇▇▇▇ system or any successor thereto) to each Holder: (a) as soon as practicable after publicly it is available, one copy of (i) its Annual Reports to Stockholders (which Annual Reports shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Reports to Stockholders, its Annual Reports Report on Form 10-K, K (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Holder, all exhibits excluded by the parenthetical to subparagraph (a)(iva) of this Section 4.5 1.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorstockholders; and (c) upon the reasonable written request of a Holder, the Company will (i) make available for inspection by any Holder and any attorney, accountant or other agent retained by any such Investorholder (collectively, an adequate number the “Inspectors”), all financial and other records, pertinent corporate documents and properties of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon and cause the reasonable request of Company’s officers, directors and employees to supply all information reasonably requested by any such Investor, will Inspector in connection with such Registration Statement; and (ii) meet with such Investor each Holder or a representative thereof at the Company's ’s headquarters during the Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise reasonably cooperate with any Investor the Holders conducting an investigation for the purpose of reducing or eliminating such Investor's the Holders’ exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that the Company shall not be required to disclose (x) any confidential information to or meet at its headquarters with any Investor a Holder until and unless such Investor that Holder shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect theretothereto and (y) any information subject to an attorney-client privilege.

Information Available. So long as the Registration Statement is effective covering the resale of Shares Securities owned by an Investor and such Investor holds Shares subject to the Registration StatementPurchaser, the Company will furnish (or, to the extent such Investorinformation is available electronically through the Company’s filings with the SEC, the Company will make available) to the Purchaser: (a) as soon as practicable after publicly it is available, one copy of (i) its most recent Annual Reports Report to Stockholders Shareholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles as may be approved by a national firm of certified the SEC by an independent registered public accountants)accounting firm, and (ii) if not included in substance in the Annual Reports Report to StockholdersShareholders, its most recent Annual Reports Report on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares K (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Purchaser, all exhibits excluded by the parenthetical to subparagraph subsection (a)(iva)(ii) of this Section 4.5 5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorshareholders; and (c) upon the reasonable written request of such Investorthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such Investorthe Purchaser, will meet with such Investor the Purchaser or a representative thereof at the Company's ’s headquarters during the Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Shares Securities and will otherwise reasonably cooperate with any Investor the Purchaser conducting an investigation for the purpose of reducing or eliminating such Investor's the Purchaser’s exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor the Purchaser until and unless such Investor the Purchaser shall have entered into a confidentiality agreement agreement, in form and substance reasonably satisfactory to the Company Company, with the Company with respect thereto.

Information Available. So long as the Registration Statement is required to be effective covering the resale of Registerable Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementPurchaser, the Company will furnish to such Investorwill: (a) furnish to the Purchaser, as soon as practicable after publicly availableavailable (but in the case of the Company’s Annual Report to Stockholders, within 120 days after the end of each fiscal year of the Company), one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Reports Report to Stockholders, its Annual Reports Report on Form 10-K, (iii) if not included in substance in its Quarterly Reports to Shareholders, its quarterly reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares Registerable Securities (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Purchaser, all exhibits excluded by furnish to the parenthetical to subparagraph (a)(iv) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor; and (c) upon the Purchaser a reasonable written request of such Investor, an adequate number of copies of the Prospectuses prospectuses to supply to any other party requiring such Prospectuses; prospectuses; (c) comply with the requirements of Rule 144(c) under the Securities Act with respect to current public information about the Company; (d) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Company, Exchange Act (at any time it is subject to such reporting requirements); (e) upon the reasonable request of such Investorthe Purchaser, will meet with such Investor the Purchaser or a representative thereof at the Company's ’s headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure Registrable Securities subject to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless such Investor shall have entered into a appropriate confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect theretolimitations.

Information Available. So long as the any Shelf Registration --------------------- Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration Statementin effect, the Company will furnish shall deliver to such Investorthe Investors: (ai) as soon as practicable practicable, but in any event within 45 days after publicly availablethe end of each fiscal year of the Company, one copy of (iA) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ) and (iiB) if not included in substance in the Annual Reports to Stockholders, its Annual Reports Report on Form 10-K; and (ii) as soon as practicable, (iii) but in any event within 45 days after the end of each fiscal quarter of the Company, one copy of its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares Q (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such any Investor, all exhibits excluded by the parenthetical to subparagraph paragraph (a)(iva) of this Section 4.5 2.1 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor; andstockholders; (c) upon the reasonable written request of such any Investor, an adequate number of copies of the Prospectuses prospectus related to any Shelf Registration Statement to supply to any other party requiring such Prospectusesprospectus; and the Company, upon the reasonable request of such an Investor, will meet with such the Investor or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the any Shelf Registration Statement covering the Shares and will otherwise cooperate with any the Investor in conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto; and (d) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as an Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (d) to provide information which it deems in good faith to be a trade secret or similar confidential information until and unless the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementSO LONG AS ANY REGISTRATION STATEMENT IS EFFECTIVE COVERING THE RESALE OF REGISTRABLE SECURITIES OWNED BY THE HOLDER, the Company will furnish to such InvestorTHE COMPANY WILL FURNISH (OR, TO THE EXTENT SUCH INFORMATION IS AVAILABLE ELECTRONICALLY THROUGH THE COMPANY’S FILINGS WITH THE SEC, THE COMPANY WILL MAKE AVAILABLE) TO THE HOLDER: (a) as soon as practicable after publicly it is available, one copy of (i) its Annual Reports Report to Stockholders Shareholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified an independent registered public accountants)accounting firm, and (ii) if not included in substance in the Annual Reports Report to StockholdersShareholders, its Annual Reports Report on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares K (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Holder, all exhibits excluded by the parenthetical to subparagraph subsection (a)(iva)(ii) of this Section 4.5 5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorshareholders; and (c) upon the reasonable written request of such Investorthe Holder, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such Investorthe Holder, will meet with such Investor the Holder or a representative thereof at the Company's ’s headquarters during the Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement covering the Shares Registrable Securities and will otherwise reasonably cooperate with any Investor the Holder conducting an investigation for the purpose of reducing or eliminating such Investor's the Holder’s exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor the Holder until and unless such Investor the Holder shall have entered into a confidentiality agreement agreement, in form and substance reasonably satisfactory to the Company Company, with the Company with respect thereto.

Information Available. As long as any Purchaser owns the Shares and the Company is subject to the filing requirements of the Exchange Act, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. So long as the Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementPurchaser, the Company will furnish to the Purchaser upon such InvestorPurchaser’s request: (a) as soon as practicable after publicly availableavailable (but in the case of the Company’s Annual Report to Stockholders, concurrently with delivery to its shareholders generally) one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with U.S. generally accepted accounting principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Reports Report to Stockholders, upon the request of the Purchaser, its Annual Reports Report on Form 10-K, (iii) upon the request of the Purchaser, its Quarterly Reports on Form 10-Q, (iv) upon the request of the Purchaser, its Current Reports on Form 8-K, and (ivv) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investor, all exhibits excluded by the parenthetical to subparagraph (a)(iva)(v) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor7.5; and (c) upon the reasonable written request of such Investorthe Purchaser, an adequate a reasonable number of copies of the Prospectuses prospectuses to supply to any other party requiring such Prospectusesprospectuses; and the Company, upon the reasonable request of such Investorthe Purchaser, will meet with such Investor the Purchaser or a representative thereof at the Company's ’s headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquartersShares; provided, that the Company shall not be required to only disclose any confidential information to or meet at its headquarters with any Investor until and unless such Investor the Purchaser if the Purchaser shall have entered into a confidentiality agreement with the Company in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of Shares Registrable Securities owned by an Investor and such Investor holds Shares subject to the Registration Statement, the Purchaser: (a) The Company will furnish to such Investor: the Purchaser: (ai) as soon as practicable after publicly availableavailable (but in the case of the Annual Report to the Stockholders, within 150 days after the end of each fiscal year of the Company), one copy of (iA) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), (iiB) if not included in substance in the Annual Reports Report to Stockholders, upon the written request of the Purchaser, its Annual Reports Report on Form 10-K, (iiiC) upon the written request of the Purchaser, its Quarterly Reports quarterly reports on Form 10-Q, and (ivD) a full copy of the particular Registration Statement covering the Shares Registrable Securities (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period. (bii) upon the reasonable written request of such Investorthe Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(iv) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor; and (c) upon the a reasonable written request of such Investor, an adequate number of copies of the Prospectuses Prospectuses, and any supplements thereto, to supply to any other party requiring such Prospectuses; and and (b) the Company, upon the reasonable written request of such Investorthe Purchaser and with reasonable prior notice, will meet with such Investor be available to the Purchaser or a representative thereof at the Company's ’s headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares Registrable Securities and will otherwise cooperate with any Investor Purchaser conducting an investigation for the purpose of reducing or eliminating such Investor's Purchaser’s exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that in a manner not to interfere with the normal business operations of the Company, subject to appropriate confidentiality limitations. (c) As long as any Purchaser owns the Securities and the Company shall not be is subject to the filing requirements of the Exchange Act, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to disclose any confidential information to or meet at its headquarters with any Investor until and unless such Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory be filed by the Company after the date hereof pursuant to the Company with Exchange Act. As long as any Purchaser owns Securities, if the Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Purchasers and make publicly available in accordance with respect theretoparagraph (c) of Rule 144 such information as is required for the Purchasers to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any holder of Securities may reasonably request to satisfy the provisions of Rule 144 applicable to the issuer of securities relating to transactions for the sale of securities pursuant to Rule 144.

Information Available. So long as the any Shelf Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration Statement--------------------- in effect, the Company will furnish shall deliver to such Investorthe Investors: (ai) as soon as practicable practicable, but in any event within 45 days after publicly availablethe end of each fiscal year of the Company, one copy of (iA) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ) and (iiB) if not included in substance in the Annual Reports to Stockholders, its Annual Reports Report on Form 10-K; and (ii) as soon as practicable, (iii) but in any event within 45 days after the end of each fiscal quarter of the Company, one copy of its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares Q (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such any Investor, all exhibits excluded by the parenthetical to subparagraph paragraph (a)(iva) of this Section 4.5 2.1 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor; andstockholders; (c) upon the reasonable written request of such any Investor, an adequate number of copies of the Prospectuses prospectus related to any Shelf Registration Statement to supply to any other party requiring such Prospectusesprospectus; and the Company, upon the reasonable request of such an Investor, will meet with such the Investor or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the any Shelf Registration Statement covering the Shares and will otherwise cooperate with any the Investor in conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto; and (d) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as an Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (d) to provide information which it deems in good faith to be a trade secret or similar confidential information until and unless the Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is Statements are effective covering the resale of Common Shares owned by an Investor and such Investor holds Shares subject to the Registration Statementa Purchaser or August 2006 Bridge Investor, the Company will furnish (or, to the extent such information is available electronically through the Company’s filings with the SEC, the Company will make available via the SEC’s ▇▇▇▇▇ system) to each Purchaser and August 2006 Bridge Investor: (a) as soon as practicable after publicly it is available, one copy of (i) its Annual Reports Report to Stockholders Shareholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ) and (ii) if not included in substance in the Annual Reports Report to StockholdersShareholders, its Annual Reports Report on Form 10-K, (iii) its Quarterly Reports on Form 10-Q, and (iv) a full copy of the particular Registration Statement covering the Shares K (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such the Purchaser or August 2006 Bridge Investor, all exhibits excluded by the parenthetical to subparagraph (a)(ivSection 6.5(a)(ii) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorshareholders; and (c) upon the reasonable written request of such the Purchaser or August 2006 Bridge Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such a Purchaser or August 2006 Bridge Investor, will meet with such each Purchaser or August 2006 Bridge Investor or a representative thereof at the Company's ’s headquarters during the Company’s normal business hours to discuss all information relevant for disclosure in the Registration Statement Statements covering the Common Shares and will otherwise reasonably cooperate with any Investor the Purchasers and August 2006 Bridge Investors conducting an investigation for the purpose of reducing or eliminating such Investor's the Purchasers’ and August 2006 Bridge Investors’ exposure to liability under the Securities Act, including the reasonable production of information at the Company's ’s headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any a Purchaser or August 2006 Bridge Investor until and unless such that -26- Purchaser or August 2006 Bridge Investor shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. So long as the Registration Statement is effective covering the resale of the Shares owned by an Investor and such Investor holds Shares subject to the Registration Statementa Purchaser, the Company will furnish to such Investoreach Purchaser: (a) upon the request of the Purchaser, as soon as practicable after publicly availableit is available (but in the case of the Company's Annual Report to Stockholders, within one hundred twenty (120) days after the end of each fiscal year of the Company), one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants), ; (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits); (iii) if not included in substance in its Quarterly Reports to Stockholders, its Annual Reports on Form 10-K, (iii) its Quarterly Reports quarterly reports on Form 10-Q, and ; or (iv) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investorthe Purchaser, all exhibits excluded by the parenthetical to subparagraph subparagraphs (a)(iva)(ii), (iii) and (iv) of this Section 4.5 6.7 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investorstockholders; and (c) upon the reasonable written request of such Investorthe Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of such Investorthe Purchaser, will meet with such Investor the Purchaser or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise reasonably cooperate with any Investor Purchaser conducting an investigation for the purpose of reducing or eliminating such InvestorPurchaser's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor Purchaser until and unless such Investor the Purchaser shall have entered into a confidentiality agreement with the Company in form and substance reasonably satisfactory to the Company with the Company with respect thereto.

Information Available. As long as any Purchaser owns the Shares and the Company is subject to the filing requirements of the Exchange Act, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company relating to the Company after the date hereof pursuant to the Exchange Act. So long as the Registration Statement is effective covering the resale of Shares owned by an Investor and such Investor holds Shares subject to the Registration StatementPurchaser, the Company will furnish to the Purchaser upon such InvestorPurchaser’s request: (a) as soon as practicable after publicly availableavailable (but in the case of the Company’s Annual Report to Stockholders, concurrently with delivery to its shareholders generally) one copy of (i) its Annual Reports Report to Stockholders (which Annual Reports Report shall contain financial statements audited in accordance with United States generally accepted accounting principles by a national firm of certified public accountants), (ii) if not included in substance in the Annual Reports Report to Stockholders, upon the request of the Purchaser, its Annual Reports Report on Form 10-K, (iii) upon the request of the Purchaser, its Quarterly Reports on Form 10-Q, (iv) upon the request of the Purchaser, its Current Reports on Form 8-K, and (ivv) a full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits); PROVIDED, HOWEVER, that in the event that the Company is no longer required under the Exchange Act to file quarterly or annual reports with the SEC, and for such time as the Company is not required to file such reports (the "Non-Reporting Period"), the Company hereby agrees that it shall use its best efforts to provide each Investor holding at least 70% of the Shares purchased by such Investor hereunder (as adjusted for stock-splits, combinations or other similar events) with audited financial statements within 120 days after the end of the respective fiscal year following commencement of the Non-Reporting Period and unaudited financial statements of the Company for the applicable quarterly period of the Company within 45 days after the end of such fiscal period, following commencement of the Non-Reporting Period.; (b) upon the reasonable written request of such Investor, all exhibits excluded by the parenthetical to subparagraph (a)(iva)(v) of this Section 4.5 as filed with the SEC and all other information that is made available to stockholders at no cost to such Investor7.5; and (c) upon the reasonable written request of such Investorthe Purchaser, an adequate a reasonable number of copies of the Prospectuses prospectuses and supplements thereto to supply to any other party requiring such Prospectusesprospectuses and supplements; and the Company, upon the reasonable request of such Investorthe Purchaser, will meet with such Investor the Purchaser or a representative thereof at the Company's ’s headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquartersShares; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until the Purchaser only if the Purchaser has requested such information in writing and unless such Investor shall have entered into a confidentiality agreement with the Company in form and substance reasonably satisfactory to the Company with the Company with respect thereto.