Common use of Rule 144 Clause in Contracts

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)Act, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of the Issuers covenants covenant to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)Act, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Issuers Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required to in subparagraph (c)(1file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or any similar or successor rule or regulation hereafter adopted by including compliance with the Commissionprovisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Issuers Exchange Act, the Company covenants to the holders Holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any holder Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder Holder of Registrable Securities in connection with that holder’s Holder's sale pursuant to Rule 144, the Issuers Company shall deliver to such holder Holder a written statement as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of As long as any Holder owns Purchased Shares, Conversion Shares, Warrants or Warrant Shares, the Issuers Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred Act. As long as any Holder owns Purchased Shares, Conversion Shares, Warrants or Warrant Shares, if the Company is not required to in subparagraph (c)(1file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities Purchased Shares, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or any similar or successor rule or regulation hereafter adopted by including compliance with the Commissionprovisions of the Purchase Agreement relating to the transfer of the Purchased Shares, Conversion Shares, Warrants and Warrant Shares. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (aIf the Warrant Shares are issued in a cashless exercise, the Company and the registered holder undertaking such cashless exercise acknowledge and agree that in accordance with Section 3(a)(9) Each of the Issuers covenants 1933 Act, other than a change in law, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a cashless exercise shall be deemed to have been acquired by the holder of the Warrant Shares, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date the Warrants being exercised were originally issued pursuant to the Underwriting Agreement. The Company shall, at all times prior to the earlier to occur of (i) the date of sale or other disposition by the holders of Registrable Securities that a Warrant of or all shares of Common Stock issued on exercise of such Warrant or (ii) the expiration or earlier termination of a Warrant if a Warrant has not been exercised in full or in part on such date, use commercially reasonable efforts to the extent it shall be timely file all reports required to do so under the Exchange Act, it shall 1934 Act and otherwise timely file take all actions necessary to permit the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to such Warrant and/or the extent required from time to time to enable such holder shares of Common Stock issued on exercise thereof to sell Registrable Securities without registration under the Securities Act within the limitations or otherwise dispose of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale such Warrant and shares pursuant to Rule 144144 promulgated under the 1933 Act, provided that the Issuers foregoing shall deliver to such holder not apply in the event of a written statement as to whether they have complied with such requirements. (b) At any time while any of Merger Event following which the Notes are “restricted securities” within the meaning of Rule 144, if the Company successor or surviving entity is no longer not subject to the reporting requirements of Section 13 or 15(d) the 1934 Act. If the holder of a Warrant proposes to sell Common Stock issuable upon the Exchange Act (as opposed exercise of such Warrant in compliance with Rule 144, then, upon the holder’s written request to just having the obligations suspended)Company, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holderthe holder, any beneficial owner within five (5) Business Days after receipt of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon such request, a written statement confirming the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection Company’s compliance with the offer, sale or transfer filing and other requirements of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch Rule 144.

Rule 144. (a) Each of the Issuers and each Guarantor covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers and the Guarantors shall deliver to such holder a written statement as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is Issuers are no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)Act, the Company or a Parent (as defined in the Indenture) Issuers shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of If the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitationWarrant Shares are issued in a cashless exercise, the reports under Company and the registered holder undertaking such cashless exercise acknowledge and agree that in accordance with Section 13 and 15(d3(a)(9) of the Exchange Act referred to Act, other than a change in subparagraph (c)(1) law, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144)144(d) promulgated under the Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a cashless exercise shall be deemed to have been acquired by the holder of the Warrant Shares, and the holding period for the Warrant Shares shall take such further action as any holder of Registrable Securities may reasonably requestbe deemed to have commenced, all on the date the Warrants being exercised were originally issued pursuant to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirementsUnderwriting Agreement. (b) At any time while any The Company shall, at all times prior to the earlier to occur of (i) the Notes are “restricted securities” within date of sale or other disposition by the meaning holders of a Warrant of or all shares of Common Stock issued on exercise of such Warrant or (ii) the expiration or earlier termination of a Warrant if a Warrant has not been exercised in full or in part on such date, use commercially reasonable efforts to timely file all reports required under the Exchange Act and otherwise timely take all actions necessary to permit the holder of such Warrant and/or the shares of Common Stock issued on exercise thereof to sell or otherwise dispose of such Warrant and shares pursuant to Rule 144144 promulgated under the Act, if provided that the Company foregoing shall not apply in the event of a Merger Event following which the successor or surviving entity is no longer not subject to the reporting requirements of Section 13 or 15(d) the Exchange Act. If the holder of a Warrant proposes to sell Common Stock issuable upon the exercise of such Warrant in compliance with Rule 144, then, upon the holder of the Exchange Act (as opposed Warrant’s written request to just having the obligations suspended)Company, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner the holder of the Notes and any prospective purchaser Warrant, within five (5) Business Days after receipt of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon such request, a written statement confirming the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection Company’s compliance with the offer, sale or transfer filing and other requirements of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch Rule 144.

Rule 144. (a) Each of If the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitationWarrant Shares are issued in a cashless exercise, the reports under Company and the registered holder undertaking such cashless exercise acknowledge and agree that in accordance with Section 13 and 15(d3(a)(9) of the Exchange Act referred to Act, other than a change in subparagraph (c)(1) law, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144)144(d) promulgated under the Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a cashless exercise shall be deemed to have been acquired by the holder of the Warrant Shares, and the holding period for the Warrant Shares shall take such further action as any holder of Registrable Securities may reasonably requestbe deemed to have commenced, all on the date the Warrants being exercised were originally issued pursuant to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirementsSelling Agency Agreement. (b) At any time while any The Company shall, at all times prior to the earlier to occur of (i) the Notes are “restricted securities” within date of sale or other disposition by the meaning holders of a Warrant of or all shares of Common Stock issued on exercise of such Warrant or (ii) the expiration or earlier termination of a Warrant if a Warrant has not been exercised in full or in part on such date, use commercially reasonable efforts to timely file all reports required under the Exchange Act and otherwise timely take all actions necessary to permit the holder of such Warrant and/or the shares of Common Stock issued on exercise thereof to sell or otherwise dispose of such Warrant and shares pursuant to Rule 144144 promulgated under the Act, if provided that the Company foregoing shall not apply in the event of a Merger Event following which the successor or surviving entity is no longer not subject to the reporting requirements of Section 13 or 15(d) the Exchange Act. If the holder of a Warrant proposes to sell Common Stock issuable upon the exercise of such Warrant in compliance with Rule 144, then, upon the holder of the Exchange Act (as opposed Warrant’s written request to just having the obligations suspended)Company, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner the holder of the Notes and any prospective purchaser Warrant, within five (5) Business Days after receipt of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon such request, a written statement confirming the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection Company’s compliance with the offer, sale or transfer filing and other requirements of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch Rule 144.

Rule 144. (a) Each Opus acknowledges that the Shares and the Conversion Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Opus is aware of the Issuers covenants provisions of Rule 144 promulgated under the Securities Act which permit resale of shares purchased in a private placement subject to the holders satisfaction of Registrable Securities that to certain conditions, which may include, among other things, the extent it shall be required to do so under availability of certain current public information about the Exchange Act, it shall timely file Company; the reports required resale occurring not less than a specified period after a party has purchased and paid for the security to be filed by it under sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. Opus acknowledges and understands that notwithstanding any obligation under the Rights Agreement, the Company may not be satisfying the current public information requirement of Rule 144 at the time Opus wishes to sell the Shares or the Securities Act (includingConversion Shares, without limitationand that, in such event, Opus may be precluded from selling such securities under Rule 144, even if the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) other applicable requirements of Rule 144)144 have been satisfied. Opus acknowledges that, and shall take such further action as any holder in the event the applicable requirements of Registrable Securities may reasonably requestRule 144 are not met, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations or an exemption from registration will be required for any disposition of the exemption provided by Shares or the underlying Common Stock. Opus understands that, although Rule 144144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined brokers who participate in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notestransactions do so at their own risk.

Rule 144. (a) Each From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Issuers covenants Commission that may allow Subscriber to sell securities of Pubco to the public without registration are available to holders of Registrable Securities that Pubco’s Shares for so long as the Subscriber holds the Shares acquired hereunder, Pubco agrees to take commercially reasonable efforts to (to the extent it shall be any of the following is required to do be satisfied for the Subscriber to sell securities of Pubco to the public under Rule 144): 11.1.1 make and keep public information available, as those terms are understood and defined in Rule 144; 11.1.2 file with the Commission in a timely manner all reports and other documents required of Pubco under the Securities Act and the Exchange Act so under long as Pubco remains subject to such requirements; and 11.1.3 furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by Pubco, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, it shall timely file (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports required to be and documents so filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)Pubco, and shall take (iii) such further action other information as any holder of Registrable Securities may be reasonably request, all requested to the extent required from time to time to enable such holder permit Subscriber to sell Registrable Securities such securities pursuant to Rule 144 without registration registration. 1 Note to Draft: To be included for all sovereign wealth or similar or investors. 11.1.4 If in the opinion of counsel to Pubco, it is then permissible to remove the restrictive legend from the Shares pursuant to Rule 144 under the Securities Act within the limitations of the exemption provided by Rule 144Act, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holderthen at Subscriber’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, Pubco will request its transfer agent to remove the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations legend set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesSection 2.1.5.

Rule 144. (a) Each 8.1 From and after such time as the benefits of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so Rule 144 promulgated under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) or any other similar rule or regulation of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities Commission that may reasonably request, all to the extent required from time to time to enable such holder allow Subscriber to sell Registrable Securities the Shares without registration under the Securities Act within are available to Subscriber and for so long as Subscriber holds the limitations Shares, for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be satisfied, the Company agrees to take commercially reasonable efforts to: 8.1.1 make and keep public information available, as those terms are understood and defined in Rule 144; 8.1.2 file with the Commission in a timely manner all reports and other documents required of the exemption provided by Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144; and 8.1.3 furnish to Subscriber, or any similar or successor rule or regulation hereafter adopted promptly upon Subscriber’s reasonable request, (i) a written statement by the Commission. Upon Company, if true, that it has complied with the request reporting requirements of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver Securities Act, and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit Subscriber to sell such holder a written statement as securities pursuant to whether they have complied with such requirementsRule 144 without registration. (b) At 8.2 In connection with any time while any sale or other disposition of the Notes are “restricted securities” within Shares by Subscriber pursuant to Rule 144 or other exemption from the meaning registration requirements of Rule 144the Securities Act and upon compliance by Subscriber with the requirements of this Section 9.2, if requested by Subscriber and if in the Company is no longer subject opinion of counsel to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed Company, it is then permissible to just having the obligations suspended)do so, the Company shall cause the transfer agent for the Shares (the “Transfer Agent”) to remove the legend set out in Section 3.1.2.2 related to the book entry account holding such Shares and make a new, unlegended entry for such book entry shares sold or a Parent disposed of without restrictive legends within five (5) Business Days of any such request therefor from Subscriber; provided that the Company and the Transfer Agent have timely received from Subscriber customary representations and other documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith. Such aforementioned request may be made by Subscriber, following the earlier of such time as defined in the Indenturesuch Shares (i) shall prepare and furnish are subject to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required have been or are about to be sold pursuant to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144A(d)(4) (144 or any successor thereto) under other exemption from registration. Notwithstanding the Securities Act in connection with foregoing, the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) Company will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes, upon advice of reputable external legal counsel, that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. (a) Each From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Issuers covenants Commission that may allow any Purchaser to sell its Shares to the public without registration are available to holders of Registrable the Issuer’s ordinary shares and until the third (3rd) anniversary of the Closing Date, the Issuer shall, at its expense: 8.1 make and keep public information available, as those terms are understood and defined in Rule 144; 8.2 use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable each Purchaser to sell its Shares under Rule 144 for so long as such Purchaser holds any Shares; 8.3 furnish to each Purchaser, promptly upon such Purchaser’s reasonable request, (i) a written statement by the Issuer, if true, that to it has complied with the extent it shall be required to do so under reporting requirements of Rule 144, the Securities Act, and the Exchange Act, it shall timely file (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports required to be and documents so filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)Issuer, and shall take (iii) such further action other information as any holder may be reasonably requested to permit such Purchaser to sell such securities pursuant to Rule 144 without registration; and 8.4 if in the opinion of Registrable Securities may reasonably request, all counsel to the extent required Issuer, it is then permissible to remove the restrictive legend from time the Shares pursuant to time to enable such holder to sell Registrable Securities without registration Rule 144 under the Securities Act within Act, then at a Purchaser’s request, the limitations Issuer will request its transfer agent to remove the legend set forth in Section 2.1.5. 8.5 The obligations of each Purchaser under this Share Purchase Agreement are several and not joint with the obligations of any other Purchaser, Other Purchaser or any other investor under the Institutional Share Purchase Agreement, and no Purchaser shall be responsible in any way for the performance of the exemption provided by Rule 144obligations of any other Purchaser, Other Purchaser or any other investor under the Institutional Share Purchase Agreement, or any similar or successor rule or regulation hereafter adopted the Issuer under the Merger Agreement. The decision of each Purchaser to purchase Shares pursuant to this Share Purchase Agreement has been made by the Commission. Upon the request such Purchaser independently of any holder other Purchaser, Other Purchaser or any other investor and independently of Registrable Securities in connection with that holder’s sale pursuant to Rule 144any information, the Issuers shall deliver to such holder a written statement materials, statements or opinions as to whether they have complied with such requirements. the business, affairs, operations, assets, properties, liabilities, results of operations, condition (bfinancial or otherwise) At any time while any or prospects of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)Issuer, the Company or a Parent (as defined in the Indenture) any of their respective subsidiaries which may have been made or given by any other Purchaser, Other Purchaser or investor or by any agent or employee of any other Purchaser, Other Purchaser or investor, and neither such Purchaser nor any of its agents or employees shall prepare and furnish have any liability to any Holderother Purchaser, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder Other Purchaser or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) investor (or any successor theretoother Person) under relating to or arising from any such information, materials, statements or opinions. Nothing contained herein, in any Institutional Share Purchase Agreement or in the Securities Act Merger Agreement, and no action taken by any Purchaser, any investor or the Issuer hereunder or thereunder, shall be deemed to constitute any Purchaser, the other investors or the Issuer as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Purchaser, the other investors or the Issuer are in connection any way acting in concert or as a group with respect to such obligations or the offertransactions contemplated by this Share Purchase Agreement, sale the Institutional Share Purchase Agreement or transfer the Merger Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of Notes. Such information may be provided by a Parent in filings with the Commission which filing this Share Purchase Agreement, and it shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of necessary for any Notesother Purchaser, Other Purchaser or investor to be joined as an additional party in any proceeding for such purpose.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that that, to the extent it shall be required to do so under the Exchange Act, it the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s 's sale pursuant to Rule 144, the Issuers Company shall deliver to such holder a written statement as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject . The Guarantor covenants to the reporting requirements holders of Registrable Securities that, to the extent it shall be required to do so under the Exchange Act, the Guarantor shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 or and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner holder of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon Registrable Securities may reasonably request, all to the information extent required pursuant from time to Rule 144A(d)(4) (or any successor thereto) time to enable such holder to sell Registrable Securities without registration under the Securities Act in connection with within the offerlimitations of the exemption provided by Rule 144 under the Securities Act, sale or transfer of Notes. Such information as such Rule may be provided amended from time to time, or any similar or successor rule or regulation hereafter adopted by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesCommission.

Rule 144. (a) Each The Company hereby represents and warrants to each of the Issuers covenants Holders that the Common Stock is, and as of the Effective Date will be, registered under Section 12(g) of the Exchange Act. The Company shall file with the Commission a current report on Form 8-K containing “Form 10 information” (as defined in Rule 144(i)(3) under the Securities Act) reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) as promptly as practicable, but in no event more than four (4) Business Days, following the closing of the Merger. At all times on and after the date of this Agreement, the Company shall timely file (or furnish, as applicable) all reports, statements and other documents required to be filed with (or furnished to) the Commission pursuant to the holders Exchange Act (the “SEC Documents”), and without the prior written consent of Registrable Securities that to the extent it Majority Holders, the Company shall be not terminate or suspend, or allow the termination or suspension of, the registration of the Common Stock under the Exchange Act or otherwise terminate or suspend, or allow the termination or suspension of, its status as an issuer required to do so file reports under the Exchange Act, it even if the applicable securities laws would otherwise permit any such termination or suspension, except in connection with a sale of the Company subject to approval by the requisite vote or consent of its stockholders required under applicable law. None of the SEC Documents, when filed, furnished or submitted, shall timely file the reports contain any untrue statement of a material fact or omit to state a material fact required to be filed by it stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Without limiting the Exchange Act or foregoing and with a view to making available to the Securities Act (including, without limitationHolders the benefits of Rule 144, the reports under Section 13 Company hereby agrees to: (i) for so long as any Holder holds Registrable Securities, make and 15(dkeep public information available, as those terms are understood and defined in Rule 144; and (ii) so long as any of the Holders holds any Registrable Securities, promptly upon such ▇▇▇▇▇▇’s request at any time on or after the date that is one (1) year following the Company’s filing of the Super 8-K, furnish to such Holder (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning for applicable provisions of Rule 144, if (B) a copy of the most recent annual or quarterly report of the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), and such other reports and documents so filed by the Company or a Parent and (C) such other information as defined in the Indenture) shall prepare and furnish may be reasonably requested to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a permit such Holder or a beneficial owner of the Notes, promptly upon request, the information required to sell such securities pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes144 without registration.

Rule 144. (a) Each From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Issuers covenants Commission that may allow Subscriber to sell securities of FEAC to the public without registration are available to holders of Registrable FEAC’s shares of common stock and for so long as Subscriber holds the Subscribed Shares, FEAC agrees to: 10.1. make and keep public information available, as those terms are understood and defined in Rule 144; and 10.2. file with the Commission in a timely manner all reports and other documents required of FEAC under the Securities Act and the Exchange Act so long as FEAC remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and 10.3. furnish to Subscriber so long as it owns Subscribed Shares, as promptly as practicable upon request, (x) a written statement by FEAC, if true, that to it has complied with the extent it shall be required to do so under reporting requirements of Rule 144, the Securities Act and the Exchange Act, it shall timely file and (y) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration. FEAC (or following the reports required Assumption, Newco) shall, if requested by Subscriber, use commercially reasonable efforts to be filed by it under (i) cause the Exchange Act or removal of any restrictive legend related to compliance with the Securities Act federal securities laws set forth on the Subscribed Shares, (includingii) request its legal counsel to deliver an opinion, without limitationif necessary, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time transfer agent in connection with the instruction under subclause (i) to time to enable the effect that removal of such holder to sell Registrable Securities without registration legends in such circumstances may be effected in compliance under the Securities Act within Act, and (iii) issue Subscribed Shares without any such legend in certificated or book-entry form or by electronic delivery through The Depository Trust Company, at Subscriber’s option, if (a) Subscriber has sold or transferred Subscribed Shares pursuant to the limitations of the exemption provided by effective Registration Statement or in compliance with Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject Subscriber intends to sell or transfer Subscribed Shares pursuant to the reporting requirements of Section 13 effective Registration Statement or 15(din compliance with Rule 144 promptly after such request to FEAC. FEAC’s obligation to remove legends under this paragraph may be conditioned upon Subscriber providing such undertakings, representations and documentation (including broker representation letters) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare are reasonably necessary and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information customarily required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer removal of Notes. Such information may be provided by a Parent in filings restrictive legends related to compliance with the Commission which filing shall satisfy federal securities laws. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the obligations set forth Exchange Act, of Ordinary Shares to FEAC (or its successor) upon reasonable request to assist FEAC in this clause (b)making the determination described above. The requirements set forth in this clause (b) Notwithstanding the foregoing, FEAC will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. (a) Each of the Issuers covenants The parties agree that pursuant to the holders of Registrable Securities that to the extent it shall be required to do so Rule 144 promulgated under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including“Rule 144”), without limitationinterpretations thereof by the SEC and “no-action” letters from the staff of the SEC, the reports under Section 13 Holders should be entitled to relate back (i.e., tack) the holding period of the New Notes and 15(dthe Conversion Shares to the holding period of the Prior Notes and, so long as (x) the aggregate period during which the Prior Notes and the New Notes and the Conversion Shares are held is at least two years and (y) at the time of determination such Holder is not and has not for the preceding three months been an “affiliate” (as such term is defined in Rule 144) of the Exchange Act referred Company, the New Notes and the Conversion Shares may be sold pursuant to in subparagraph Rule 144(k) (c)(1) the “Rule 144 Interpretation”). The Company shall not, directly or indirectly, dispute or otherwise interfere with any claim by the Holders that the holding period of the New Notes and the Conversion Shares for purposes of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all 144 tacks to the extent required holding period for the Prior Notes; provided, however, that nothing contained in this Section 6.1 shall obligate the Company or its legal counsel to take a position that is inconsistent with the provisions of applicable law or regulations and the administrative and judicial interpretations thereof in effect from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144(collectively, the Issuers “Applicable Law”); nor shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations covenants set forth in this clause Section 6.1 be construed as any representation or warranty by the Company or to limit any Holder’s representations or warranties to the effect that (b)A) the Rule 144 Interpretation is consistent with or does not conflict with the Applicable Law, or (B) any Holder has demonstrated that the Securities have been acquired with investment intent and not with a view towards their distribution. The requirements parties agree and acknowledge that the foregoing covenants shall in no way (A) limit the transfer restrictions to which the Securities are subject as set forth in this clause the Indenture, as amended by the First Supplemental Indenture; or (bB) will not be applicable after require the one year anniversary of Company to take any action to authorize the issuance transfer of any NotesSecurities if a Holder has not demonstrated to the Company’s reasonable satisfaction that the Securities have been acquired with investment intent and not with a view towards their distribution.

Rule 144. (a) Each From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Issuers covenants Commission that may allow any Purchaser to sell its Shares to the public without registration are available to holders of Registrable the Issuer’s Ordinary Shares and until the third (3rd) anniversary of the Closing Date, the Issuer shall, at its expense: 8.1 make and keep public information available, as those terms are understood and defined in Rule 144; 8.2 use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable each Purchaser to sell its Shares under Rule 144 for so long as such Purchaser holds any Shares; 8.3 furnish to each Purchaser, promptly upon such Purchaser’s reasonable request, (i) a written statement by the Issuer, if true, that to it has complied with the extent it shall be required to do so under reporting requirements of Rule 144, the Securities Act, and the Exchange Act, it shall timely file (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports required to be and documents so filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)Issuer, and shall take (iii) such further action other information as any holder may be reasonably requested to permit such Purchaser to sell such securities pursuant to Rule 144 without registration; and 8.4 If in the opinion of Registrable Securities may reasonably request, all counsel to the extent required Issuer, it is then permissible to remove the restrictive legend from time the Shares pursuant to time to enable such holder to sell Registrable Securities without registration Rule 144 under the Securities Act within Act, then at a Purchaser’s request, the limitations Issuer will request its transfer agent to remove the legend set forth in Section 2.1.5. 8.5 The obligations of each Purchaser under this Share Purchase Agreement are several and not joint with the obligations of any other Purchaser, Other Purchaser or any other investor under the Employee Share Purchase Agreement, and no Purchaser shall be responsible in any way for the performance of the exemption provided by Rule 144obligations of any other Purchaser, Other Purchaser or any other investor under the Employee Share Purchase Agreement, or any similar or successor rule or regulation hereafter adopted the Issuer under the Merger Agreement. The decision of each Purchaser to purchase Shares pursuant to this Share Purchase Agreement has been made by the Commission. Upon the request such Purchaser independently of any holder other Purchaser, Other Purchaser or any other investor and independently of Registrable Securities in connection with that holder’s sale pursuant to Rule 144any information, the Issuers shall deliver to such holder a written statement materials, statements or opinions as to whether they have complied with such requirements. the business, affairs, operations, assets, properties, liabilities, results of operations, condition (bfinancial or otherwise) At any time while any or prospects of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)Issuer, the Company or a Parent (as defined in the Indenture) any of their respective subsidiaries which may have been made or given by any other Purchaser, Other Purchaser or investor or by any agent or employee of any other Purchaser, Other Purchaser or investor, and neither such Purchaser nor any of its agents or employees shall prepare and furnish have any liability to any Holderother Purchaser, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder Other Purchaser or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) investor (or any successor theretoother Person) under relating to or arising from any such information, materials, statements or opinions. Nothing contained herein, in any Employee Share Purchase Agreement or in the Securities Act Merger Agreement, and no action taken by any Purchaser, any investor or the Issuer hereunder or thereunder, shall be deemed to constitute any Purchaser, the other investors or the Issuer as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Purchaser, the other investors or the Issuer are in connection any way acting in concert or as a group with respect to such obligations or the offertransactions contemplated by this Share Purchase Agreement, sale the Employee Share Purchase Agreement or transfer the Merger Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of Notes. Such information may be provided by a Parent in filings with the Commission which filing this Share Purchase Agreement, and it shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of necessary for any Notesother Purchaser, Other Purchaser or investor to be joined as an additional party in any proceeding for such purpose.

Rule 144. (a) Each Clean Energy acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Clean Energy is aware of the Issuers covenants provisions of Rule 144 promulgated under the Securities Act which permit resale of securities purchased in a private placement subject to the holders satisfaction of Registrable Securities that to certain conditions, which may include, among other things, the extent it shall be required to do so under availability of certain current public information about the Exchange Act, it shall timely file Company; the reports required resale occurring not less than a specified period after a party has purchased and paid for the security to be filed by it under sold; the Exchange number of securities being sold during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. Clean Energy understands that the current public information about the Company referred to in subparagraph (c)(1) above is not now available, and the Company has no present plans to make such information available. Clean Energy acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144)144 at the time Clean Energy wishes to sell the Securities, and shall take that, in such further action as any holder event, Clean Energy may be precluded from selling such securities under Rule 144, even if the other applicable requirements of Registrable Securities may reasonably requestRule 144 have been satisfied. Clean Energy acknowledges that, all to in the extent required from time to time to enable such holder to sell Registrable Securities without event the applicable requirements of Rule 144 are not met, registration under the Securities Act within the limitations or an exemption from registration will be required for any disposition of the exemption provided by Securities. Clean Energy understands that, although Rule 144144 is not exclusive, the SEC has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined brokers who participate in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notestransactions do so at their own risk.

Rule 144. With a view to making available to the Purchaser the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC which may at any time permit the Purchaser to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees, at the Company’s sole expense, to: (i) Make and keep public information available, as those terms are understood and defined in Rule 144; (ii) File with the SEC in a timely manner all reports and other documents required of the Company pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act") as long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; (iii) Furnish to the Purchaser as long as the Purchaser owns Registrable Securities, promptly upon request, (a) Each a written statement by the Company that it has complied with the reporting and or disclosure provisions of Rule 144, the 1933 Act and the 1934 Act, (b) a copy of the Issuers covenants most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (c) such other information as may be reasonably requested to permit the holders of Purchaser to sell such securities pursuant to Rule 144 without registration; and (iv) Take such additional action as is requested by the Purchaser to enable the Purchaser to sell the Registrable Securities that pursuant to the extent it shall be required to do so under the Exchange ActRule 144, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 delivering all such legal opinions, consents, certificates, resolutions and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all instructions to the extent required Company’s Transfer Agent as may be requested from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request Purchaser and otherwise fully cooperate with Purchaser and Purchaser’s broker to effect such sale of any holder of Registrable Securities in connection with that holder’s sale securities pursuant to Rule 144. Notwithstanding anything in this Paragraph “E” of this Article “4” of this Agreement, to the contrary, the Issuers benefits of Rule 144 shall deliver in no way limit the Company’s obligation with respect to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any maintaining the registration of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required Registrable Securities pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesAgreement.

Rule 144. (a) Each of As long as any Holder owns Preferred Stock, Dividend Shares, Conversion Shares, Option Shares, Warrants or Warrant Shares, the Issuers Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1promptly furnish the Holder with true and complete copies of all such filings. As long as any Holder owns Preferred Stock, Dividend Shares, Conversion Shares, Option Shares, Warrants or Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holder and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities Dividend Shares, Conversion Shares, Option Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or including providing any similar or successor rule or regulation hereafter adopted by legal opinions of counsel to the CommissionCompany referred to in the Purchase Agreement. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Issuers covenants Commission that may allow Subscriber to sell the Shares to the public without registration are available to holders of Registrable the Issuer’s ordinary shares and until the third (3rd) anniversary of the Closing Date, the Issuer shall, at its expense: 9.1 make and keep public information available, as those terms are understood and defined in Rule 144; 9.2 use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144 for so long as the Subscriber holds any Shares; 9.3 furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that to it has complied with the extent it shall be required to do so under reporting requirements of Rule 144, the Securities Act, and the Exchange Act, it shall timely file (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports required to be and documents so filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)Issuer, and shall take (iii) such further action other information as any holder may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and 9.4 If in the opinion of Registrable Securities may reasonably request, all counsel to the extent required Issuer, it is then permissible to remove the restrictive legend from time the Shares pursuant to time to enable such holder to sell Registrable Securities without registration Rule 144 under the Securities Act within Act, then at Subscriber’s request, the limitations Issuer will request its transfer agent to remove the legend set forth in Section 2.1.5. 9.5 The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the exemption provided by Rule 144obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, or any similar or successor rule or regulation hereafter adopted the Issuer under the Merger Agreement. The decision of Subscriber to purchase Shares pursuant to this Subscription Agreement has been made by the Commission. Upon the request Subscriber independently of any holder Other Subscriber or any other investor and independently of Registrable Securities in connection with that holder’s sale pursuant to Rule 144any information, the Issuers shall deliver to such holder a written statement materials, statements or opinions as to whether they have complied with such requirements. the business, affairs, operations, assets, properties, liabilities, results of operations, condition (bfinancial or otherwise) At any time while any or prospects of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)Issuer, the Company or a Parent (as defined in the Indenture) any of their respective subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall prepare and furnish have any liability to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder Other Subscriber or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) investor (or any successor other Person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein, in any Other Subscription Agreement or in the Merger Agreement, and no action taken by Subscriber, any investor or the Issuer pursuant hereto or thereto) under , shall be deemed to constitute the Securities Act Subscriber, the other investors or the Issuer as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber, the other investors or the Issuer are in connection any way acting in concert or as a group with respect to such obligations or the offertransactions contemplated by this Subscription Agreement, sale the Other Subscription Agreements or transfer the Merger Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of Notes. Such information may be provided by a Parent in filings with the Commission which filing this Subscription Agreement, and it shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of necessary for any NotesOther Subscriber or investor to be joined as an additional party in any proceeding for such purpose.

Rule 144. (a) Each If the Company shall have filed a registration statement with respect to the Class B Common Stock or the Option Shares pursuant to the requirements of Section 12 of the Issuers covenants Exchange Act or a registration statement with respect to the holders of Registrable Securities that Class B Common Stock or the Option Shares pursuant to the extent it requirements of the Securities Act (or a registration statement shall be required have been filed, in either case, with respect to do so under the Exchange ActClass A Common Stock or Class C Common Stock if any shares of the Class B Common Stock have been converted into such other class of Common Stock), it shall timely the Company will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder the Purchaser to sell Registrable Securities shares of Class B Common Stock or the Option Shares, as the case may be (or Class C Common Stock or Class A Common Stock if any shares of the Class B Common Stock have been converted into such other class of Common Stock), without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request If any shares of Class B Common Stock or Option Shares (or Class A Common Stock or Class C Common Stock if any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any shares of the Notes Class B Common Stock have been converted into such other class of Common Stock) are “restricted securities” within the meaning to be disposed of in accordance with Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) 144 under the Securities Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the offercase of a disposition in accordance with Rule 144, sale or transfer an executed copy of Notes. Such information may Form 144 required to be provided by a Parent in filings filed with the Commission which filing shall satisfy SEC (if required by Rule 144). Anything to the obligations set forth contrary contained in this clause (b). The requirements set forth in this clause (b) will not be applicable after Section 3.6 notwithstanding, the one year anniversary Company may deregister any of its securities under the issuance of any NotesExchange Act if it is then permitted to do so pursuant to the Exchange Act.

Rule 144. With a view to making available the benefits of certain rules and regulations of the Commission that may at any time permit the sale of the Registrable Securities to the public without registration, the Company agrees to: (a) Each use commercially reasonable efforts to make and keep current public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the Issuers covenants first Registration Statement filed by the Company for an offering of its securities to the holders of Registrable Securities that general public; (b) use commercially reasonable efforts to file with the extent it shall be Commission in a timely manner all reports and other documents required to do be filed by the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); (c) so long as a Holder owns any Registrable Securities, if the Company is not required to file reports and other documents under the Securities Act and the Exchange Act, it will make available other information as required by, and so long as necessary to permit sales of Registrable Securities pursuant to Rule 144 and, in any event, shall timely file make available (either by mailing a copy thereof, by posting on the reports Company’s website, by press release or by such other means that the Company reasonably believes to be a reliable means of communication) to each Holder a copy of: (i) the Company’s annual consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in accordance with generally accepted accounting principles in the United States, accompanied by an audit report of the Company’s independent auditors, no later than ninety (90) days after the end of each fiscal year of the Company; (ii) the Company’s unaudited quarterly financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in a manner consistent with the preparation of the Company’s annual financial statements, no later than 45 days after the end of each fiscal quarter of the Company; and (iii) any other information required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(ddelivered pursuant to Rule 144A(d)(4) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements.Act; and (bd) At at any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer after it has become subject to the reporting requirements of Section 13 or 15(dthe Exchange Act, so long as a Holder owns any Registrable Securities, to furnish to each such Holder promptly upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after 90 days following the effective date of the Exchange Act (as opposed first Registration Statement filed by the Company for an offering of its securities to just having the obligations suspendedgeneral public), the Company or Securities Act and the Exchange Act, (ii) a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner copy of the Notes most recent annual or quarterly report of the Company, and any prospective purchaser (iii) such other reports and documents of Notes designated by the Company, and to take such further actions, as a Holder may reasonably request in availing itself of any rule or a beneficial owner regulation of the Notes, promptly upon request, the information required pursuant Commission allowing a Holder to Rule 144A(d)(4) (or sell any successor thereto) under the such Registrable Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Noteswithout registration.

Rule 144. (a) Each During the period commencing on the date hereof and ending on the second anniversary of the Issuers Secondary Closing (as defined in the Purchase Agreement), as long as any Holder owns Registrable Securities, the Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Company after the date hereof pursuant to Section 13(a) or l5(d) of the Exchange Act Act. During the period commencing on the date hereof and ending on the second anniversary of the Secondary Closing (as defined in the Purchase Agreement), as long as any Holder owns Registrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or l5(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act (includingannual and quarterly financial statements, without limitation, the together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports under required by Section 13 and 13(a) or 15(d) of the Exchange Act referred Act, as well as any other information required thereby, in the time period that such filings would have been required to in subparagraph (c)(1) of Rule 144), and shall have been made under the Exchange Act. The Company further covenants that it will use commercially reasonable efforts to take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities Underlying Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or including requesting of its counsel to provide any similar or successor rule or regulation hereafter adopted by legal opinions referred to in the CommissionPurchase Agreement. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of this Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes5.

Rule 144. (a) Each of the Issuers covenants Notwithstanding anything in this Agreement to the holders contrary, but subject to the terms of this Section 2.5, the Company shall not be required to file or refile any registration statement pursuant to the provisions of Section 2.1(i), or refile any automatic shelf registration statement pursuant to Section 2.4(t), if the Company and the Holders’ Representative shall receive a written opinion from counsel reasonably satisfactory to the Company and the Holders’ Representative that the Holders can sell their Registrable Securities freely under Rule 144 without (x) any limitations on the amount of Registrable Securities that to which may be sold by the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed Holders or (y) any other requirement imposed by it under the Exchange Act or the Securities Act Rule 144 (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all requirement relating to the extent required from time availability of current public information with respect to time the Company). Notwithstanding the foregoing, if a Holder provides written notice to enable the Company that it believes, based on the advice of external counsel, that it cannot sell its securities under Rule 144 because it is in possession of material non-public information regarding the Company, then (a) such holder Holder and the Company shall discuss the Company’s expected timing to disclose such material non-public information and the Company will in good faith consider disclosing such information so that the Holder may sell Registrable Securities without registration its securities under the Securities Act Rule 144 within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted 60 days (as such period may be shortened by the Commission. Upon proviso at the request end of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144this sentence, the Issuers shall deliver to “Disclosure Period”) following receipt of such holder a written statement as to whether they have complied with such requirements. notice by the Company, (b) At any time while any of the Notes are “restricted securities” if such material non-public information is not disclosed within the meaning Disclosure Period, the first sentence of Rule 144this Section 2.5 shall not apply, if and the consecutive and aggregate number of days for which the Company is no longer subject entitled to postpone the filing or initial effectiveness of a Demand Registration Statement pursuant to Section 2.1(f) shall be reduced by the number of days passed since the Company’s receipt of such notice, and (c) in the event fewer than 30 days remain in the Disclosure Period, the Holders’ Representative may provide the Company with a Demand Notice pursuant to Section 2.1(a) for purposes of commencing any required actions by the Company pursuant to Section 2.1 (it being understood that if such material non-public information is disclosed prior to the reporting requirements of Section 13 or 15(d) end of the Exchange Act (as opposed Disclosure Period, such Demand Notice shall be deemed never to just having the obligations suspended), have been delivered to the Company and the Company shall not be required to file a Demand Registration Statement or a Parent (as defined in the Indenture) shall prepare and furnish thereafter satisfy any notice or other requirements under Section 2.1 related to such Demand Notice); provided, however, that, with respect to any Holder, the Company may not delay disclosing material non-public information pursuant to this sentence or Section 2.1(f) for more than an aggregate of 85 days during any beneficial owner of twelve-month period, and the Notes and any prospective purchaser of Notes designated 60-day period shall be accordingly reduced for subsequent notices by a Holder or a beneficial owner of to the Notes, promptly upon request, the information required Company during any twelve-month period pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessentence.

Rule 144. (a) Each of At all times after the Issuers covenants Company has filed a registration statement with the Securities and Exchange Commission pursuant to the holders requirements of Registrable either the Securities that to the extent it shall be required to do so under Act or the Exchange Act, it the Company shall timely (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of the IPO, (ii) file the all reports and other documents required to be filed by it under the Securities Act and the Exchange Act or Act, (iii) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (A) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred (at any time after it has become subject to in subparagraph such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (c)(1at any time after it so qualifies), (B) a copy of Rule 144the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, which may be furnished through the Company’s filing on the Securities and Exchange Commission’s ▇▇▇▇▇ site, and (C) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the Securities and Exchange Commission that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Securities Act or pursuant to Form S-3 (at any time after the Company so qualifies to use such form)), and (iv) shall take such further action as any holder of Registrable Securities Holder may reasonably request, including (x) instructing the transfer agent for the Registrable Securities to remove restrictive legends from any Registrable Securities sold pursuant to Rule 144 (to the extent such removal is permitted under Rule 144 and other applicable law), and (y) cooperating with the Holder of such Registrable Securities to facilitate the transfer of such securities through the facilities of The Depository Trust Company, in such amounts and credited to such accounts as such Holder may request (or, if applicable, the preparation and delivery of certificates representing such securities, in such denominations and registered in such names as such Holder may request), all to the extent required from time to time to enable such holder the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144. Upon request, the Issuers Company shall deliver to such holder any Holder a written statement as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. The Company covenants, at the Company’s expense, that it will use commercially reasonable efforts to take such actions, as may be reasonably requested by such Holder from time to time, to comply with all applicable requirements under the Securities Act and the Exchange Act and with all applicable rules and regulations of the SEC thereunder as to enable any Holder to sell its Registerable Securities pursuant to Rule 144, including to (a) Each of make and keep public information regarding the Issuers covenants to Company available, as those terms are defined in Rule 144(c), (b) file with the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall SEC in a timely file the manner any reports and documents required to be filed by it the Company under the Exchange Act or the Securities Act and Exchange Act, (including, without limitation, c) furnish to any Holder forthwith upon request (i) a written statement by the reports under Section 13 and 15(d) of Company as to its compliance with the Exchange Act referred to in subparagraph (c)(1) reporting requirements of Rule 144), the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, (iii) provide within five Business Days following receipt of a supportable request therefor, at the Company’s expense, to the Company’s transfer agent an opinion of counsel as may be reasonably necessary in order for the Holders to avail themselves of such rule to allow the Holders to sell such Registerable Securities without registration, and shall (iv) such other information as may be reasonably requested by a Holder so as to enable such Holder to sell Registerable Securities without registration under the Securities Act within the exemptions provided by Rule 144, and (d) take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Holders to sell Registrable Registerable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144, or 144 (including reasonably cooperating with the Holders to cause the transfer agent to remove any similar or successor rule or regulation hereafter adopted by restrictive legend on certificates evidencing Registerable Securities). This Section 10 shall survive the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any termination of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject Agreement so long as any Holder continues to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Noteshold Registerable Securities.

Rule 144. (a) Each of From and after such time as the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) benefits of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration 144 promulgated under the Securities Act within the limitations of the exemption provided by Rule 144, or any other similar or successor rule or regulation hereafter adopted by of the Commission. Upon Commission that may allow Subscriber to sell securities of the request Issuer to the public without registration are available to holders of any holder the Issuer’s common stock and until the third anniversary of Registrable Securities the Closing Date, the Issuer agrees to: 10.1.1 make and keep public information available, as those terms are understood and defined in connection with that holder’s sale pursuant to Rule 144, ; 10.1.2 file with the Issuers shall deliver Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such holder a written statement as to whether they have complied with requirements and the filing of such requirements. (b) At any time while any of reports and other documents is required for the Notes are “restricted securities” within the meaning applicable provisions of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and ; and 10.1.3 furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the NotesSubscriber, promptly upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer and (z) such other information required as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144A(d)(4) (or any successor thereto) 144 without registration. If the Shares, the Warrants and/or the Warrant Shares are eligible to be sold without restriction under, and without the Issuer being in compliance with the current public information requirements of, Rule 144 under the Securities Act in connection with Act, then at Subscriber’s request, the offer, sale or Issuer will cause its transfer of Notes. Such information may be provided by a Parent in filings with agent to remove the Commission which filing shall satisfy the obligations legend set forth in this clause (b)Section 2.1.5. The requirements set forth in this clause (b) In connection therewith, if required by the Issuer’s transfer agent, the Issuer will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Shares and the Warrants without any such legend; provided, that, notwithstanding the foregoing, Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. (a) Each of As long as any Holder owns Shares, Conversion Shares, Warrants or Warrant Shares, the Issuers Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Shares, Conversion Shares, Warrants or Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions relating to such sale pursuant to Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. . The Maker's failure to comply with a Conversion Notice tendered within five (b5) At any time while any business days after the receipt by the Maker of the Notes are “restricted securities” within the meaning Conversion would be deemed a default of Rule 144, if the this Agreement. The Note itself does not have to be delivered until fully paid. The Company is no longer subject acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the reporting requirements of Section 13 or 15(d) Buyers by vitiating the intent and purpose of the Exchange Act (as opposed to just having the obligations suspended)transaction contemplated hereby. Accordingly, the Company or acknowledges that the remedy at law for a Parent (as defined breach of its obligations under this Agreement will be inadequate and agrees, in the Indenture) shall prepare and furnish to any Holder, any beneficial owner event of a breach or threatened breach by the Company of the Notes provisions of this Agreement, that the Buyers shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any prospective purchaser breach of Notes designated by a this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required. If during any twelve month period, the Company fails to remove any legend as required for an aggregate of thirty days, the Holder or a beneficial owner of the NotesSecurity that the Company failed to remove the legend may at his option, promptly upon request, require the information required pursuant Company to Rule 144A(d)(4) (purchase all or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary portion of the issuance legended securities at a price equal to 120% of any Notesthe higher of value that the security could have been sold for during that period or the price paid for such security.

Rule 144. (a) Each 9.1 From and after such time as the benefits of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so Rule 144 promulgated under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) or any other similar rule or regulation of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities Commission that may reasonably request, all to the extent required from time to time to enable such holder allow Subscriber to sell Registrable Securities the Shares without registration under the Securities Act within are available to Subscriber and for so long as Subscriber holds the limitations Shares, for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2), if applicable) is required to be satisfied, the Issuer agrees to take commercially reasonable efforts to: 9.1.1 make and keep public information available, as those terms are understood and defined in Rule 144; 9.1.2 file with the Commission in a timely manner all reports and other documents required of the exemption provided by Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144; and 9.1.3 furnish to Subscriber, or any similar or successor rule or regulation hereafter adopted promptly upon Subscriber’s reasonable request, (i) a written statement by the Commission. Upon Issuer, if true, that it has complied with the request reporting requirements of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder Securities Act, and the Exchange Act, (ii) a written statement as to whether they have complied with such requirements. (b) At any time while any copy of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 most recent annual or 15(d) quarterly report of the Exchange Act Issuer and such other reports and documents so filed by the Issuer, and (iii) such other information as opposed may be reasonably requested to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish permit Subscriber to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required sell such securities pursuant to Rule 144A(d)(4) (144 without registration. 9.2 In connection with any sale or any successor thereto) under other disposition of the Shares by Subscriber pursuant to Rule 144 or other exemption from the registration requirements of the Securities Act and upon compliance by Subscriber with the requirements of this Section 9.2, if requested by Subscriber and if in the opinion of counsel to the Issuer, it is then permissible to do so, the Issuer shall cause the transfer agent for the Shares (the “Transfer Agent”) to remove the legend set out in Section 3.1.2.2 related to the book entry account holding such Shares and make a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within five (5) Business Days of any such request therefor from Subscriber; provided that the Issuer and the Transfer Agent have timely received from Subscriber customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent in connection with the offer, sale or transfer of Notestherewith. Such information aforementioned request may be provided made by a Parent in filings with Subscriber, following the Commission which filing shall satisfy earlier of such time as such Shares (i) are subject to or have been or are about to be sold pursuant to an effective registration statement or (ii) have been or are about to be sold pursuant to Rule 144 or other exemption from registration. Notwithstanding the obligations set forth in this clause (b). The requirements set forth in this clause (b) foregoing, the Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes, upon advice of reputable external legal counsel, that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company will: (a) Each for so long as it is subject to the periodic reporting obligations of the Issuers covenants Exchange Act, make and keep public information available, as those terms are understood and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of this Agreement; (b) for so long as it is subject to the holders periodic reporting obligations of Registrable Securities that to the extent it shall be Exchange Act, file with the SEC, in a timely manner, all reports and other documents required to do so of the Company under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act ; (including, without limitation, the reports under Section 13 and 15(dc) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all furnish to the extent required from time to time to enable such holder to sell Registrable Securities without registration under Holders forthwith upon request: (i) in the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if event the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)Act, a written statement by the Company or a Parent (as defined in to its compliance with the Indenture) shall prepare and furnish to any Holder, any beneficial owner reporting requirements of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) 144 under the Securities Act and of the Exchange Act; (ii) in connection the event the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a copy of the most recent annual or quarterly report of the Company; and (iii) such other reports and documents as the Holders may reasonably request in availing themselves of any rule or regulation of the SEC allowing them to sell any such securities without registration; provided, however, that the Company shall be deemed to have furnished any such document if it shall have timely made such document available on the SEC’s Electronic Data Gathering, Analysis and Retrieval System, or a successor system; and (d) cooperate with the offerHolders and the broker, sale placement agent or other agent, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold (or arrange for book entry transfer of Notes. Such information securities in the case of uncertificated securities), and enable such Registrable Securities to be in such denominations and registered in such names as the broker, placement agent or other agent, if any, or such Holders may be provided by a Parent in filings with request at least two (2) Business Days prior to any proposed sale of Registrable Securities to the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notesbrokers, placement agents or other agents.

Rule 144. From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may allow Subscriber to sell the Units to the public without registration are available to holders of the Issuer’s ordinary shares and until the second (2nd) anniversary of the Closing Date, the Issuer shall, at its expense: (a) Each make and keep public information available, as those terms are understood and defined in Rule 144; (b) use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuers covenants Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the holders filing of Registrable such reports and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Units under Rule 144 for so long as the Subscriber holds any U▇▇▇▇; (c) furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities that to the extent it shall be required to do so under Act, and the Exchange Act, it shall timely file (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports required to be and documents so filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)Issuer, and shall take (iii) such further action other information as any holder may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and (d) If in the opinion of Registrable Securities may reasonably request, all counsel to the extent required Issuer, it is then permissible to remove the restrictive legend from time the Units pursuant to time to enable such holder to sell Registrable Securities without registration Rule 144 under the Securities Act within the limitations of the exemption provided by Rule 144Act, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holderthen at Subscriber’s sale pursuant to Rule 144request, the Issuers shall deliver Issuer will request its transfer agent to such holder a written statement as to whether they have complied with such requirementsremove the legend set forth in Section ‎3(a)(v). (be) At The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any time while Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, or the Issuer under the Business Combination Agreement. The decision of Subscriber to purchase Units pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Issuer, the SPAC or any of the Notes are “restricted securities” within the meaning their respective subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of Rule 144any Other Subscriber or investor, if the Company is no longer subject to the reporting requirements and neither Subscriber nor any of Section 13 its agents or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) employees shall prepare and furnish have any liability to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder Other Subscriber or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) investor (or any successor other Person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein, in any Other Subscription Agreement or in the Business Combination Agreement, and no action taken by Subscriber, any investor or the Issuer pursuant hereto or thereto) under , shall be deemed to constitute the Securities Act Subscriber, the other investors or the Issuer as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber, the other investors or the Issuer are in connection any way acting in concert or as a group with respect to such obligations or the offertransactions contemplated by this Subscription Agreement, sale the Other Subscription Agreements or transfer the Business Combination Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of Notes. Such information may be provided by a Parent in filings with the Commission which filing this Subscription Agreement, and it shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of necessary for any NotesOther Subscriber or investor to be joined as an additional party in any proceeding for such purpose.

Rule 144. (a) Each of If the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitationWarrant Shares are issued in a cashless exercise, the reports under Company and the registered holder undertaking such cashless exercise acknowledge and agree that in accordance with Section 13 and 15(d3(a)(9) of the Exchange Act referred to 1933 Act, other than a change in subparagraph (c)(1) law, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144)144(d) promulgated under the 1933 Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a cashless exercise shall be deemed to have been acquired by the holder of the Warrant Shares, and the holding period for the Warrant Shares shall take such further action as any holder of Registrable Securities may reasonably requestbe deemed to have commenced, all on the date the Warrants being exercised were originally issued pursuant to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirementsUnderwriting Agreement. (b) At any time while any The Company shall, at all times prior to the earlier to occur of (i) the Notes are “restricted securities” within date of sale or other disposition by the meaning holders of a Warrant of or all shares of Common Stock issued on exercise of such Warrant or (ii) the expiration or earlier termination of a Warrant if a Warrant has not been exercised in full or in part on such date, use commercially reasonable efforts to timely file all reports required under the 1934 Act and otherwise timely take all actions necessary to permit the holder of such Warrant and/or the shares of Common Stock issued on exercise thereof to sell or otherwise dispose of such Warrant and shares pursuant to Rule 144144 promulgated under the 1933 Act, if provided that the Company foregoing shall not apply in the event of a Merger Event following which the successor or surviving entity is no longer not subject to the reporting requirements of Section 13 or 15(d) the 1934 Act. If the holder of a Warrant proposes to sell Common Stock issuable upon the exercise of such Warrant in compliance with Rule 144, then, upon the holder of the Exchange Act (as opposed Warrant’s written request to just having the obligations suspended)Company, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner the holder of the Notes and any prospective purchaser Warrant, within five (5) Business Days after receipt of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon such request, a written statement confirming the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection Company’s compliance with the offer, sale or transfer filing and other requirements of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch Rule 144.

Rule 144. (a) Each of As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Issuers Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required to in subparagraph (c)(1file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c)(2) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or any similar or successor rule or regulation hereafter adopted by including compliance with the Commissionprovisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each The Company hereby represents and warrants to each of the Issuers covenants Holders that the Common Stock is, and as of the Effective Date will be, registered under Section 12(g) of the Exchange Act. At all times on and after the date of this Agreement, the Company shall timely file (or furnish, as applicable) all reports, statements and other documents required to be filed with (or furnished to) the Commission pursuant to the holders Exchange Act (the “SEC Documents”), and without the prior written consent of Registrable Securities that to the extent it Majority Holders, the Company shall be not terminate or suspend, or allow the termination or suspension of, the registration of the Common Stock under the Exchange Act or otherwise terminate or suspend, or allow the termination or suspension of, its status as an issuer required to do so file reports under the Exchange Act, it even if the applicable securities laws would otherwise permit any such termination or suspension, except in connection with a sale of the Company subject to approval of its stockholders. None of the SEC Documents, when filed, furnished or submitted, shall timely file the reports contain any untrue statement of a material fact or omit to state a material fact required to be filed by it stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Without limiting the Exchange Act or foregoing and with a view to making available to the Securities Act (including, without limitationHolders the benefits of Rule 144, the reports under Section 13 Company hereby agrees to: (i) make and 15(dkeep public information available, as those terms are understood and defined in Rule 144; and (ii) so long as any of the Holders holds any Registrable Securities, promptly upon such H▇▇▇▇▇’s request at any time on or after October 6, 2026, furnish to such Holder (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning for applicable provisions of Rule 144, if (B) a copy of the most recent annual or quarterly report of the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), and such other reports and documents so filed by the Company or a Parent and (C) such other information as defined in the Indenture) shall prepare and furnish may be reasonably requested to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a permit such Holder or a beneficial owner of the Notes, promptly upon request, the information required to sell such securities pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes144 without registration.

Rule 144. (a) Each of As long as any Holder owns Registrable Securities, the Issuers Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and (only if such filings are not available via EDGAR) to in subparagraph (c)(1promptly furnish the Holders with true and complete copi▇▇ ▇▇ all such filings. As long as any Holder owns Registrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or including providing any similar or successor rule or regulation hereafter adopted by legal opinions of counsel to the CommissionCompany referred to in the Purchase Agreement. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of . This Agreement shall terminate on the Notes are “restricted securities” within date on which the meaning of Registrable Securities have been sold pursuant to a registration statement or may be sold without restriction pursuant to Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d144(k) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesAct.

Rule 144. (a) Each of the Issuers covenants The Company shall not be obligated under Section 2, 3 or 4 hereof to the holders of register or include in any registration statement Registrable Securities that any Holder has requested to be registered if the Company shall furnish such Holder with a written opinion of counsel to the extent it Company, which opinion shall be required reasonably satisfactory to do so such Holder, that all Registrable Securities that such Holder holds may be publicly offered, sold and distributed within a single ninety (90) day period without registration under the Exchange Act pursuant to Rule 144 promulgated by the Commission under the Act; provided, however, that the provisions of this Section 10(a) shall not apply if such Holder requesting registration shall provide to the Company written advice from a refutable investment banker reasonably satisfactory to such Holder and the Company, that the per share price reasonably likely to be attainable in a sale under Rule 144 (net of expenses of such sale) is not substantially as great as the per share price reasonably likely to be attainable pursuant to a Registration under the applicable section. The cost of obtaining a letter from an investment banker containing such advice shall be borne by the Company. (b) At such time as the Company becomes subject to the reporting requirements of the 1934 Act, it shall timely the Company will file the reports required to be filed by it under the Exchange Act or and the Securities 1934 Act (including, without limitation, and the reports under Section 13 rules and 15(d) of regulations adopted by the Exchange Act referred to in subparagraph (c)(1) of Rule 144)Commission thereunder, and shall will use its best efforts to take such further action as any holder Holder of Registrable Securities may reasonably requestdeem to be necessary, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144144 under the Act, as such Rule may be amended from time to time, or (ii) any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder Holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall Company will deliver to such holder Holder a written statement as to whether they have it has complied with such information and requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of the Issuers covenants The Company shall use its reasonable best efforts to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange 1934 Act or the Securities 1933 Act (including, without limitation, including the reports under Section Sections 13 and 15(d) of the Exchange 1934 Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder the Holders to sell Registrable Securities without registration under the Securities 1933 Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Promptly upon request, the Issuers Company shall deliver to such holder any Holder a written statement as to whether they have it has complied with such requirements. requirements and any other documents reasonably requested to remove restrictive legends or sell shares under Rule 144. The Company shall instruct the transfer agent to remove any legend, notation or similar designation restricting transferability of the Registrable Securities from the certificates or book-entries evidencing Registrable Securities if (a) such shares of Common Stock are sold pursuant to an effective registration statement under the 1933 Act; (b) At a registration statement covering the resale of such shares of Common Stock is effective under the 1933 Act and the applicable Holder and any time while any broker-dealer in custody of the Notes are “restricted securities” within the meaning of Rule 144, if such securities delivers to the Company is no longer subject a “will comply” representation letter reasonably acceptable to the Company and its counsel; (c) such shares of Common Stock are sold or transferred pursuant to Rule 144 or (d) such shares of Common Stock are eligible for sale under Rule 144 without the requirement that the Company has complied with the public reporting requirements of Section 13 or 15(dthe 1934 Act, provided that in the case of each of subsections (a) of the Exchange Act through (as opposed to just having the obligations suspendedd), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes its transfer agent have timely received from Holder and any prospective purchaser broker-dealer in custody of Notes designated by a Holder or a beneficial owner such securities customary representation and other documentation reasonably acceptable to the Company and the transfer agent in connection therewith. The Company shall bear all reasonable fees and expenses, including any legal opinion fees, reasonable and documented legal fees and expenses of counsel to the NotesHolders subject to the limitations set forth in Schedule B hereto, promptly upon requesttransfer agent fees, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act and other out-of-pocket costs, incurred in connection with the offer, sale or transfer removal of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch legends.

Rule 144. (aIf the Warrant Shares are issued in a cashless exercise, the Company and the registered holder undertaking such cashless exercise acknowledge and agree that in accordance with Section 3(a)(9) Each of the Issuers covenants 1933 Act, other than a change in law, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a cashless exercise shall be deemed to have been acquired by the holder of the Warrant Shares, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date the Warrants being exercised were originally issued pursuant to the Underwriting Agreement. The Company shall, at all times prior to the earlier to occur of (i) the date of sale or other disposition by the holders of Registrable Securities that a Warrant of or all shares of Common Stock issued on exercise of such Warrant or (ii) the expiration or earlier termination of a Warrant if a Warrant has not been exercised in full or in part on such date, use commercially reasonable efforts to the extent it shall be timely file all reports required to do so under the Exchange Act, it shall 1934 Act and otherwise timely file take all actions necessary to permit the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to such Warrant and/or the extent required from time to time to enable such holder shares of Common Stock issued on exercise thereof to sell Registrable Securities without registration under the Securities Act within the limitations or otherwise dispose of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale such Warrant and shares pursuant to Rule 144144 promulgated under the 1933 Act, provided that the Issuers foregoing shall deliver to such holder not apply in the event of a written statement as to whether they have complied with such requirements. (b) At any time while any of Merger Event following which the Notes are “restricted securities” within the meaning of Rule 144, if the Company successor or surviving entity is no longer not subject to the reporting requirements of Section 13 or 15(d) the 1934 Act. If the holder of a Warrant proposes to sell Common Stock issuable upon the exercise of such Warrant in compliance with Rule 144, then, upon the holder of the Exchange Act (as opposed Warrant’s written request to just having the obligations suspended)Company, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner the holder of the Notes and any prospective purchaser Warrant, within five (5) Business Days after receipt of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon such request, a written statement confirming the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection Company’s compliance with the offer, sale or transfer filing and other requirements of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch Rule 144.

Rule 144. (a) Each The Company hereby represents and warrants to each of the Issuers covenants Holders that the Common Stock is, and as of the Effective Date will be, registered under Section 12(g) of the Exchange Act. The Company shall file with the Commission a current report on Form 8-K containing “Form 10 information” (as defined in Rule 144(i)(3) under the Securities Act) reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) as promptly as practicable, but in no event more than four (4) Business Days, following the closing of the Merger. At all times on and after the date of this Agreement, the Company shall timely file (or furnish, as applicable) all reports, statements and other documents required to be filed with (or furnished to) the Commission pursuant to the holders Exchange Act (the “SEC Documents”), and without the prior written consent of Registrable Securities that to the extent it Majority Holders, the Company shall be not terminate or suspend, or allow the termination or suspension of, the registration of the Common Stock under the Exchange Act or otherwise terminate or suspend, or allow the termination or suspension of, its status as an issuer required to do so file reports under the Exchange Act, it even if the applicable securities laws would otherwise permit any such termination or suspension, except in connection with a sale of the Company subject to approval of its stockholders. None of the SEC Documents, when filed, furnished or submitted, shall timely file the reports contain any untrue statement of a material fact or omit to state a material fact required to be filed by it stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Without limiting the Exchange Act or foregoing and with a view to making available to the Securities Act (including, without limitationHolders the benefits of Rule 144, the reports under Section 13 Company hereby agrees to: (i) make and 15(dkeep public information available, as those terms are understood and defined in Rule 144; and (ii) so long as any of the Holders holds any Registrable Securities, promptly upon such H▇▇▇▇▇’s request at any time on or after the date that is one (1) year following the Company’s filing of the Super 8-K, furnish to such Holder (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning for applicable provisions of Rule 144, if (B) a copy of the most recent annual or quarterly report of the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), and such other reports and documents so filed by the Company or a Parent and (C) such other information as defined in the Indenture) shall prepare and furnish may be reasonably requested to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a permit such Holder or a beneficial owner of the Notes, promptly upon request, the information required to sell such securities pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes144 without registration.

Rule 144. (a) Each Purchaser understands that the Class A Common Stock must be held indefinitely unless such Class A Common Stock is registered under the Securities Act or an exemption from registration is available. Purchaser acknowledges that it is familiar with the provisions of the Issuers covenants Rule 144 promulgated pursuant to the holders Securities Act (“Rule 144”), which permit resale of Registrable shares purchased in a private placement subject to the satisfaction of certain conditions, which may include, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable, and that such Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Such Purchaser understands that to the extent it shall that Rule 144 is not available, Purchaser will be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder unable to sell Registrable Securities any Class A Common Stock without either registration under the Securities Act within or the limitations existence of another exemption from such registration requirement. Purchaser understands that, although Rule 144 is not exclusive, the exemption provided by Rule 144SEC has expressed its opinion that persons proposing to sell restricted securities received in a private offering, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale other than pursuant to Rule 144144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined brokers who participate in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notestransactions do so at their own risk.

Rule 144. (a) Each The Investor acknowledges that the Shares and the Conversion Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor is aware of the Issuers covenants provisions of Rule 144 promulgated under the Securities Act which permit resale of shares purchased in a private placement subject to the holders satisfaction of Registrable Securities that to certain conditions, which may include, among other things, the extent it shall be required to do so under availability of certain current public information about the Exchange Act, it shall timely file Company; the reports required resale occurring not less than a specified period after a party has purchased and paid for the security to be filed by it under sold; the Exchange number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act (includingof 1934, without limitationas amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Investor understands that the current public information referred to above is not now available and the Company has no present plans to make such information available. The Investor acknowledges and understands that notwithstanding any obligation under the Rights Agreement, the reports under Section 13 and 15(d) of Company may not be satisfying the Exchange Act referred to in subparagraph (c)(1) current public information requirement of Rule 144)144 at the time the Investor wishes to sell the Shares or the Conversion Shares, and shall take that, in such further action as any holder event, the Investor may be precluded from selling such securities under Rule 144, even if the other applicable requirements of Registrable Securities may reasonably requestRule 144 have been satisfied. The Investor acknowledges that, all to in the extent required from time to time to enable such holder to sell Registrable Securities without event the applicable requirements of Rule 144 are not met, registration under the Securities Act within the limitations or an exemption from registration will be required for any disposition of the exemption provided by Shares or the underlying Common Stock. The Investor understands that, although Rule 144144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined brokers who participate in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notestransactions do so at their own risk.

Rule 144. (a) Each The Company shall: i. use its reasonable best efforts to make, keep and ensure that adequate current public information with respect to the Company, as required in accordance with Rule 144, is publicly available; ii. furnish to Buyer, promptly upon reasonable request, such statements, reports, documents or other information as may be reasonably requested by Buyer to permit Buyer to sell any of the Issuers covenants Securities or Conversion Shares pursuant to Rule 144 without limitation or restriction; iii. promptly, at the request of Buyer, give the Company’s transfer agent instructions to the holders effect that, upon the transfer agent’s receipt from Buyer of Registrable Securities that to a certificate (a “Rule 144 Certificate”) certifying the extent it shall be required to do so eligibility for sale under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or Rule 144 of any portion of the Securities Act or Conversion Shares which Buyer proposes to sell (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144“Securities Being Sold”), and receipt by the transfer agent of a “Rule 144 Opinion” from the Company or its counsel (or from Buyer and its counsel), the transfer agent is to effect the transfer of the Securities Being Sold and issue to such transferee(s) thereof the transferred Securities Being Sold. If the transfer agent requires any additional documentation in connection with any proposed transfer by Buyer of any Securities Being Sold, then the Company shall promptly deliver or cause to be delivered to the transfer agent or to any other Person, all such additional documentation as may be necessary to effectuate the transfer of the Securities Being Sold and the issuance of an unlegended certificate to any transferee thereof, all at the Company’s expense; and iv. take such further action as any holder of Registrable Securities Buyer may reasonably request, all to the extent required from time to time to enable such holder Buyer to sell Registrable the Securities or the Conversion Shares without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirementsAct. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each With a view to making available to Lender the benefits of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so Rule 144 under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of “Rule 144”), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by of the Commission. Upon SEC that may at any time permit Lender to sell the request Facility Fee Shares or other shares of Common Stock issuable to Lender under any holder of Registrable Securities in connection with that holder’s sale pursuant Loan Documents to Rule 144the public without registration, the Issuers shall deliver to such holder Borrower represents and warrants that: (i) the Borrower is, and has been for a written statement as to whether they have complied with such requirements. period of at least ninety (b90) At any time while any of days immediately preceding the Notes are “restricted securities” within the meaning of Rule 144date hereof, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act Act; (ii) the Borrower has filed all required reports under Section 13 or 15(d) of the Exchange Act, as applicable, during the twelve (12) months preceding the Closing Date (or for such shorter period that the Borrower was required to file such reports); (iii) the Borrower is not an issuer defined as a “Shell Borrower” (as opposed to just having hereinafter defined); and (iv) if the obligations suspended)Borrower has, at any time, been an issuer defined as a Shell Borrower, the Company Borrower has: (A) not been an issuer defined as a Shell Borrower for at least six (6) months prior to the Closing Date; and (B) has satisfied the requirements of Rule 144(i) (including, without limitation, the proper filing of “Form 10 information” at least six (6) months prior to the Closing Date). For the purposes hereof, the term “Shell Borrower” shall mean an issuer that meets the description defined under Rule 144. In addition, so long as Lender owns, legally or a Parent (as defined in the Indenture) shall prepare and furnish to any Holderbeneficially, any beneficial owner securities of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon requestBorrower, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offerBorrower shall, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.at its sole expense:

Rule 144. (a) Each of the Issuers covenants The parties agree that pursuant to the holders of Registrable Securities that to the extent it shall be required to do so Rule 144 promulgated under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including“Rule 144”), without limitationinterpretations thereof by the SEC and “no-action” letters from the staff of the SEC, the reports under Section 13 Holders should be entitled to relate back (i.e., tack) the holding period of the New Notes and 15(dthe Conversion Shares to the holding period of the Prior Notes and, so long as (x) the aggregate period during which the Prior Notes and the New Notes and the Conversion Shares are held is at least two years and (y) at the time of determination such Holder is not and has not for the preceding three months been an “affiliate” (as such term is defined in Rule 144) of the Exchange Act referred Company, the New Notes and the Conversion Shares may be sold pursuant to in subparagraph Rule 144(k) (c)(1) the “Rule 144 Interpretation”). The Company shall not, directly or indirectly, dispute or otherwise interfere with any claim by the Holders that the holding period of the New Notes and the Conversion Shares for purposes of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all 144 tacks to the extent required holding period for the Prior Notes; provided, however, that nothing contained in this Section 6.1 shall obligate the Company or its legal counsel to take a position that is inconsistent with the provisions of applicable law or regulations and the administrative and judicial interpretations thereof in effect from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144(collectively, the Issuers “Applicable Law”); nor shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations covenants set forth in this clause Section 6.1 be construed as any representation or warranty by the Company or to limit any Holder’s representations or warranties to the effect that (b)A) the Rule 144 Interpretation is consistent with or does not conflict with the Applicable Law, or (B) any Holder has demonstrated that the Securities have been acquired with investment intent and not with a view towards their distribution. The requirements parties agree and acknowledge that the foregoing covenants shall in no way (A) limit the transfer restrictions to which the Securities are subject as set forth in this clause the Indenture; or (bB) will not be applicable after require the one year anniversary of Company to take any action to authorize the issuance transfer of any NotesSecurities if a Holder has not demonstrated to the Company’s reasonable satisfaction that the Securities have been acquired with investment intent and not with a view towards their distribution.

Rule 144. (a) Each of As long as any Holder owns Registrable Securities, the Issuers Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and (only if such filings are not available via EDGAR) to in subparagraph (c)(1promptly furnish the Holders with true and complete copie▇ ▇▇ all such filings. As long as any Holder owns Registrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or including providing any similar or successor rule or regulation hereafter adopted by legal opinions of counsel to the CommissionCompany referred to in the Purchase Agreement. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of . This Agreement shall terminate on the Notes are “restricted securities” within date on which the meaning of Registrable Securities have been sold pursuant to a registration statement or may be sold without restriction pursuant to Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d144(k) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesAct.

Rule 144. (a) Each The Company hereby represents and warrants to each of the Issuers covenants Holders that the Common Stock is, and as of the Effective Date will be, registered under Section 12(g) of the Exchange Act. The Company shall file with the Commission a current report on Form 8-K containing “Form 10 information” (as defined in Rule 144(i)(3) under the Securities Act) reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i) as promptly as practicable, but in no event more than four (4) Business Days, following the closing of the Merger. At all times on and after the date of this Agreement, the Company shall timely file (or furnish, as applicable) all reports, statements and other documents required to be filed with (or furnished to) the Commission pursuant to the holders Exchange Act (the “SEC Documents”), and without the prior written consent of Registrable Securities that to the extent it Majority Holders, the Company shall be not terminate or suspend, or allow the termination or suspension of, the registration of the Common Stock under the Exchange Act or otherwise terminate or suspend, or allow the termination or suspension of, its status as an issuer required to do so file reports under the Exchange Act, it even if the applicable securities laws would otherwise permit any such termination or suspension, except in connection with a sale of the Company subject to approval of its stockholders. None of the SEC Documents, when filed, furnished or submitted, shall timely file the reports contain any untrue statement of a material fact or omit to state a material fact required to be filed by it stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Without limiting the Exchange Act or foregoing and with a view to making available to the Securities Act (including, without limitationHolders the benefits of Rule 144, the reports under Section 13 Company hereby agrees to: (i) make and 15(dkeep public information available, as those terms are understood and defined in Rule 144; and (ii) so long as any of the Holders holds any Registrable Securities, promptly upon such ▇▇▇▇▇▇’s request at any time on or after the date that is one (1) year following the Company’s filing of the Super 8-K, furnish to such Holder (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning for applicable provisions of Rule 144, if (B) a copy of the most recent annual or quarterly report of the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), and such other reports and documents so filed by the Company or a Parent and (C) such other information as defined in the Indenture) shall prepare and furnish may be reasonably requested to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a permit such Holder or a beneficial owner of the Notes, promptly upon request, the information required to sell such securities pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes144 without registration.

Rule 144. (a) Each of From and after such time as the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) benefits of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration 144 promulgated under the Securities Act within the limitations of the exemption provided by Rule 144, or any other similar or successor rule or regulation hereafter adopted by of the Commission. Upon Commission that may allow Subscriber to sell securities of the request Issuer to the public without registration are available to holders of any holder the Issuer’s common stock and until the second anniversary of Registrable Securities the Closing Date, the Issuer agrees to: 10.1.1 make and keep public information available, as those terms are understood and defined in connection with that holder’s sale pursuant to Rule 144, ; 10.1.2 file with the Issuers shall deliver Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such holder a written statement as to whether they have complied with requirements and the filing of such requirements. (b) At any time while any of reports and other documents is required for the Notes are “restricted securities” within the meaning applicable provisions of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and ; and 10.1.3 furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the NotesSubscriber, promptly upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer and (z) such other information required as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144A(d)(4) (or any successor thereto) 144 without registration. If the Shares are eligible to be sold without restriction under Rule 144 under the Securities Act Act, then at Subscriber’s request in connection with the offer, sale or a transfer of Notes. Such information may be provided by a Parent in filings with Shares, the Commission which filing shall satisfy Issuer will cause its transfer agent to remove the obligations legend set forth in this clause (b)Section 2.1.5. The requirements set forth in this clause (b) In connection therewith, if required by the Issuer’s transfer agent, the Issuer will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Shares without any such legend; provided that, notwithstanding the foregoing, the Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. (a) Each From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Issuers covenants Commission that may allow Subscriber to sell securities of the Issuer to the public without registration are available to holders of Registrable the Issuer’s common stock and for so long as the Subscriber holds Shares, the Issuer agrees to use commercially reasonable efforts to: 10.1 make and keep public information available, as those terms are understood and defined in Rule 144; 10.2 file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and 10.3 furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that to it has complied with the extent it shall be required to do so under reporting requirements of Rule 144, the Securities Act, and the Exchange Act, it shall timely file (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports required to be and documents so filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)Issuer, and shall take (iii) such further action other information as any holder may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration. If in the opinion of Registrable Securities may reasonably request, all counsel to the extent required Issuer, it is then permissible to remove the restrictive legend from time the Shares pursuant to time to enable such holder to sell Registrable Securities without registration Rule 144 under the Securities Act within the limitations of the exemption provided by Rule 144Act, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holderthen at Subscriber’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant Issuer will request its transfer agent to Rule 144A(d)(4) (or any successor thereto) under remove the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations legend set forth in this clause (b)Section 2.1.6. The requirements set forth in this clause (b) In connection therewith, if reasonably required by the Issuer’s transfer agent, the Issuer will, at Subscriber’s sole expense, reasonably promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates, and directions required by the transfer agent from the Issuer or Subscriber that authorize and direct the transfer agent remove the restrictive legend from such Shares; provided, that, notwithstanding the foregoing, the Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. (a) Each with a view to making available certain -------- exemptions from the registration provisions of the Issuers Securities Act for the sale of Shares, the Company covenants to that: (i) At all times that the holders Premier Common Stock is registered under Section 12(b) or 12(g) of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall the Company will use its best efforts to timely file the reports required to be filed by it the Company under the Exchange Act or the Securities Act and the exchange Act (includingor, without limitation, if the reports Company is not registered under Section 13 and 15(d12(b) or 12(g) of the Exchange Act referred and is not otherwise required to in subparagraph file such reports under Sections 13 or 15(d) thereunder, it will, upon the request of any Purchaser, make publicly available such other information required under Rule 144 of the Securities Act (c)(1"Rule 144") of for so long as necessary to permit sales pursuant to Rule 144), and shall the Company will take such further action as any holder of Registrable Securities Purchaser may reasonably request, all request to the extent required from time to time to enable such holder Purchaser to sell Registrable Securities the Shares without registration under the Securities Act within the limitations of the exemption exemptions provided by by: (x) Rule 144, or as such rule may be amended from time to time, and (y) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144the Purchaser, the Issuers shall Company will deliver to such holder Purchaser a written statement as to whether they have it has complied with such requirements. (bii) At any time while any of So long as the Notes are “restricted securities” within the meaning of Shares constitute "Restricted Securities" as that term is used in Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) will furnish each Purchaser a copy of the Exchange Act (as opposed to just having the obligations suspended), annual and quarterly reports of the Company or a Parent and such other public reports as the Purchaser may reasonably request. (as defined in the IndentureSIGNATURE PAGE Follows) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.[SIGNATURE PAGE FOR REGISTRATION RIGHTS AGREEMENT]

Rule 144. (a) Each From and after such time as the benefits of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so Rule 144 promulgated under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, “Rule 144”) or any other similar rule or regulation of the Commission that may allow Subscriber to resell Shares without limitationregistration are available to holders of the Issuer’s common stock and until the third anniversary of the Subscription Closing Date, the Issuer agrees to: 12.1 make and keep public information available, as those terms are understood and defined in Rule 144; 12.2 file with the Commission in a timely manner all reports under Section 13 and 15(d) other documents required of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration Issuer under the Securities Act within and the limitations of Exchange Act so long as the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver Issuer remains subject to such holder a written statement as to whether they have complied with requirements and the filing of such requirements. (b) At any time while any of reports and other documents is required for the Notes are “restricted securities” within the meaning applicable provisions of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and ; and 12.3 furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the NotesSubscriber, promptly upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer, provided that the Issuer will be deemed to have furnished such statements to the extent such reports or documents are made available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System, and (z) such other information required as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144A(d)(4) (144 without registration. If the Shares are eligible to be sold without restriction under, and without the Issuer being in compliance with the current public information requirements of, Rule 144 under the Securities Act, or pursuant to any successor thereto) other exemption under the Securities Act in connection with such that the offerShares held by Subscriber become freely tradable, sale or then at Subscriber’s request, the Issuer will cause its transfer of Notes. Such information may be provided by a Parent in filings with agent to remove the Commission which filing shall satisfy the obligations legend set forth in this clause (b)Section 2.1.6. The requirements set forth in this clause (b) In connection therewith, if required by the Issuer’s transfer agent, the Issuer will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Shares without any such legend; provided, that, notwithstanding the foregoing, the Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of securities in violation of applicable federal or state securities laws. The Issuer shall be responsible for the fees of its transfer agent and its legal counsel associated with such delivery. The Issuer hereby acknowledges and agrees that Subscriber shall have the right to transfer, assign or sell its Shares, in whole or in part, provided that such transfer, assignment or sale complies with applicable federal and state securities laws and regulations, and that the Issuer, upon Subscriber’s written request, and subject to receipt from the Subscriber of customary and reasonably acceptable representations and other documentation with respect to compliance with such federal and state securities laws and regulations, shall take all reasonable steps to effect any Notessuch transfer, assignment or sale, including causing the Issuer’s transfer agent to update the stock register to reflect such transaction.

Rule 144. (a) Each The shares of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required IMR Common Stock to be filed received by it under the Exchange Act or undersigned in the Securities Act (including, without limitation, Acquisition constitute "restricted securities" within the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) meaning of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration 144 promulgated under the Securities Act within Act. The undersigned is familiar with the limitations provisions of the exemption provided by Rule 144144 which, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request in substance, currently permit limited public resale of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “"restricted securities” " acquired, directly or indirectly from the issuer thereof (or from an affiliate of such issuer) in a non-public offering subject to the satisfaction of certain conditions, including, among other things: (i) a public trading market then exists for the IMR Common Stock, (ii) the availability of certain public information about IMR, (iii) the resale occurring not less than one year after the party has acquired, and made full payment for, within the meaning of Rule 144, the securities to be sold, and (iv) the sale being made through a broker in an unsolicited "broker transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act) and the amount of securities being sold during any three month period not exceeding the specified limitations stated therein, if applicable. The undersigned further understands that at the time the undersigned wishes to transfer shares of IMR Common Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, IMR may not satisfy the current public information requirements of Rule 144, and that, in such event, the undersigned would be precluded from transferring the shares of IMR Common Stock received from IMR under Rule 144 even if the Company is no longer subject to one year minimum holding period has been satisfied. The undersigned further understands that in the reporting event all of the applicable requirements of Section 13 or 15(d) of Rule 144 are not satisfied, registration under the Exchange Act (as opposed to just having the obligations suspended)Securities Act, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) compliance with some other exemption from registration under the Securities Act in connection with would be required to transfer the offer, sale or transfer shares of NotesIMR Common Stock received from IMR. Such information The undersigned further understands that he may be provided by a Parent in filings with precluded from transferring shares of IMR Common Stock received from IMR if at the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary time of the issuance desired sale he is in possession of any Notesmaterial not-publicly available information concerning IMR.

Rule 144. (a) Each of From and after such time as the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) benefits of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration 144 promulgated under the Securities Act within the limitations of the exemption provided by Rule 144, or any other similar or successor rule or regulation hereafter adopted by of the Commission. Upon Commission that may allow Subscriber to sell securities of the request Issuer to the public without registration are available to holders of any holder the Issuer’s common stock and until the second anniversary of Registrable Securities the Closing Date, the Issuer agrees to: 10.1.1 make and keep public information available, as those terms are understood and defined in connection with that holder’s sale pursuant to Rule 144, ; 10.1.2 file with the Issuers shall deliver Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such holder a written statement as to whether they have complied with requirements and the filing of such requirements. (b) At any time while any of reports and other documents is required for the Notes are “restricted securities” within the meaning applicable provisions of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and ; and 10.1.3 furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the NotesSubscriber, promptly upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer and (z) such other information required as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144A(d)(4) (or any successor thereto) 144 without registration. If the Shares are eligible to be sold without restriction under, and without the Issuer being in compliance with the current public information requirements of, Rule 144 under the Securities Act Act, then at Subscriber’s request in connection with the offer, sale or a transfer of Notes. Such information may be provided by a Parent in filings with Shares, the Commission which filing shall satisfy Issuer will cause its transfer agent to remove the obligations legend set forth in this clause (b)Section 2.1.5. The requirements set forth in this clause (b) In connection therewith, if required by the Issuer’s transfer agent, the Issuer will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Shares without any such legend; provided that, notwithstanding the foregoing, Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. (a) Each With a view to making available to Buyer the benefits of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so Rule 144 under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including“Rule 144”), without limitationso long as Buyer owns, legally or beneficially, any of the Securities, the reports under Section 13 Company shall, at its sole expense: (i) Make, keep and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all ensure that adequate current public information with respect to the extent Company, as required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by in accordance with Rule 144, or any similar or successor rule or regulation hereafter adopted is publicly available; (ii) furnish to the Buyer, promptly upon reasonable request: (A) a written statement by the Commission. Upon Company that it has complied with the request reporting requirements of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. Securities Act and the Exchange Act; and (b) At any time while such other information as may be reasonably requested by Buyer to permit the Buyer to sell any of the Notes are Securities pursuant to Rule 144 without limitation or restriction; and (iii) promptly at the request of the Buyer, give the Company’s transfer agent instructions to the effect that, upon the transfer agent’s and Company’s counsel’s receipt from the Buyer of a certificate (a “restricted securitiesRule 144 Certificate”) certifying that the Buyer’s holding period (as determined in accordance with the provisions of Rule 144) for any portion of the Incentive Shares or the Pledged Stock (to the extent Buyer becomes the owner thereof through Buyer’s rights under the Pledge Agreement) which the Buyer proposes to sell (the “Securities Being Sold”) is not less than six (6) months, and representations regarding Buyer’s non-affiliate status at the time Buyer is providing the Rule 144 Certificate and during the preceding ninety (90) days, and receipt by the transfer agent of the “Rule 144 Opinion” within (as hereinafter defined) from the meaning Company or its counsel, the transfer agent is to effect the transfer of the Securities Being Sold and issue to the Buyer(s) or transferee(s) thereof one or more stock certificates representing the transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the transfer agent’s books and records. In this regard, upon Buyer’s request, the Company shall have an affirmative obligation to cause its counsel to promptly issue to the transfer agent a legal opinion providing that, based on the Rule 144 Certificate, the Securities Being Sold may be sold pursuant to the provisions of Rule 144, if even in the Company is no longer subject to absence of an effective registration statement (the reporting requirements “Rule 144 Opinion”). If the transfer agent requires any additional documentation in connection with any proposed transfer by the Buyer of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)any Securities being Sold, the Company shall promptly deliver or a Parent (as defined in cause to be delivered to the Indenture) shall prepare and furnish transfer agent or to any Holderother Person, any beneficial owner all such additional documentation as may be necessary to effectuate the transfer of the Notes Securities being Sold and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of an unlegended certificate to any Notestransferee thereof, all at the Company’s expense.

Rule 144. (a) Each From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Issuers covenants Commission that may allow Subscriber to sell the Shares to the public without registration are available to holders of Registrable the Issuer’s ordinary shares and until the third (3rd) anniversary of the Closing Date, the Issuer shall, at its expense: 9.1 make and keep public information available, as those terms are understood and defined in Rule 144; 9.2 use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144 for so long as the Subscriber holds any Shares; 9.3 furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that to it has complied with the extent it shall be required to do so under reporting requirements of Rule 144, the Securities Act, and the Exchange Act, it shall timely file (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports required to be and documents so filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)Issuer, and shall take (iii) such further action other information as any holder may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and 9.4 If in the opinion of Registrable Securities may reasonably request, all counsel to the extent required Issuer, it is then permissible to remove the restrictive legend from time the Shares pursuant to time to enable such holder to sell Registrable Securities without registration Rule 144 under the Securities Act within Act, then at Subscriber’s request, the limitations Issuer will request its transfer agent to remove the legend set forth in Section 2.1.5. 9.5 The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the exemption provided by Rule 144obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, or any similar or successor rule or regulation hereafter adopted the Issuer under the Business Combination Agreement. The decision of Subscriber to purchase Shares pursuant to this Subscription Agreement has been made by the Commission. Upon the request Subscriber independently of any holder Other Subscriber or any other investor and independently of Registrable Securities in connection with that holder’s sale pursuant to Rule 144any information, the Issuers shall deliver to such holder a written statement materials, statements or opinions as to whether they have complied with such requirements. the business, affairs, operations, assets, properties, liabilities, results of operations, condition (bfinancial or otherwise) At any time while any or prospects of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)Issuer, the Company or a Parent (as defined in the Indenture) any of their respective subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall prepare and furnish have any liability to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder Other Subscriber or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) investor (or any successor other Person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein, in any Other Subscription Agreement or in the Business Combination Agreement, and no action taken by Subscriber, any investor or the Issuer pursuant hereto or thereto) under , shall be deemed to constitute the Securities Act Subscriber, the other investors or the Issuer as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber, the other investors or the Issuer are in connection any way acting in concert or as a group with respect to such obligations or the offertransactions contemplated by this Subscription Agreement, sale the Other Subscription Agreements or transfer the Business Combination Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of Notes. Such information may be provided by a Parent in filings with the Commission which filing this Subscription Agreement, and it shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of necessary for any Notes.Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose. [Signature Page Follows]

Rule 144. (a) Each of the Issuers As long as any Holder owns any Registrable Securities, Borrower Representative covenants to the holders of Registrable Securities that use its commercially reasonable efforts to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under Borrower Representative after the Exchange Act date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred Act. As long as any Holder owns any Registrable Securities, if Borrower Representative is not required to in subparagraph (c)(1file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144 annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. Borrower Representative further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell the Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions relating to such sale pursuant to Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Borrower Representative shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each With a view to making available to Lender the benefits of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so Rule 144 under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (“Rule 144”), or any similar rule or regulation of the SEC that may at any time permit Lender to sell the Facility Fee Shares or other shares of Common Stock issuable to Lender under any Loan Documents to the public without registration, the Borrower represents and warrants that: (i) Borrower is not an issuer defined as a “Shell Company” (as hereinafter defined); and (ii) if Borrower has, at any time, been an issuer defined as a “Shell Company,” Borrower has not been an issuer defined as a Shell Company for at least six (6) months prior to the Closing Date. For the purposes hereof, the term “Shell Company” shall mean an issuer that meets the description defined under Rule 144. In addition, so long as Lender owns, legally or beneficially, any securities of Borrower, Borrower shall, at its sole expense: Make, keep and ensure that adequate current public information with respect to Borrower, as required in accordance with Rule 144, is publicly available; furnish to the Lender, promptly upon reasonable request: (A) a written statement by Borrower that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act; and (b) such other information as may be reasonably requested by Lender to permit the Lender to sell any of the Facility Fee Shares or other shares of Common Stock acquired hereunder or under the Revolving Notes pursuant to Rule 144 without limitation or restriction; and promptly at the request of Lender, give Borrower’s transfer agent (the “Transfer Agent”) instructions to the effect that, upon the Transfer Agent’s receipt from Lender of a certificate (a “Rule 144 Certificate”) certifying that Lender’s holding period (as determined in accordance with the provisions of Rule 144) for any portion of the Facility Fee Shares or shares of Common Stock issuable upon conversion of the Revolving Notes which Lender proposes to sell (or any portion of such shares which Lender is not presently selling, but for which Lender desires to remove any restrictive legends applicable thereto) (the “Securities Being Sold”) is not less than the required holding period pursuant to Rule 144,, and receipt by the Transfer Agent of the “Rule 144 Opinion” (as hereinafter defined) from Borrower or its counsel (or from Lender and its counsel as permitted below), the Transfer Agent is to effect the transfer (or issuance of a new certificate without restrictive legends, if applicable) of the Securities Being Sold and issue to Lender or transferee(s) thereof one or more stock certificates representing the transferred (or re-issued) Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability of such shares on the Transfer Agent’s books and records. In this regard, upon Lender’s request, Borrower shall have an affirmative obligation to cause its counsel to promptly issue to the Transfer Agent a legal opinion providing that, based on the Rule 144 Certificate, the Securities Being Sold may be sold pursuant to the provisions of Rule 144, even in the absence of an effective registration statement, or re-issued without any restrictive legends pursuant to the provisions of Rule 144, even in the absence of an effective registration statement (the “Rule 144 Opinion”). If the Transfer Agent requires any additional documentation in connection with any proposed transfer (or re-issuance) by Lender of any Securities Being Sold, Borrower shall promptly deliver or cause to be delivered to the Transfer Agent or to any other Person, all such additional documentation as may be necessary to effectuate the transfer (or re-issuance) of the Securities Being Sold and the issuance of an unlegended certificate to any such Lender or any transferee thereof, all at Borrower’s expense. Any and all fees, charges or expenses, including, without limitation, the reports under Section 13 attorneys’ fees and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)costs, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided incurred by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities Lender in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch shares, or the removal of any restrictive legends thereon, or the transfer of any such shares to any assignee of Lender, shall be paid by Borrower, and if not paid by Borrower, the Lender may, but shall not be required to, pay any such fees, charges or expenses, and the amount thereof, together with interest thereon at the highest non-usurious rate permitted by law, from the date of outlay, until paid in full, shall be due and payable by Borrower to Lender immediately upon demand therefor, and all such amounts advanced by the Lender shall be additional Obligations due under this Agreement and the Revolving Notes and secured under the Loan Documents.

Rule 144. As long as any Holder owns Transaction Shares (a) Each of as such term is defined in the Issuers Purchase Agreement), the Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act. As long as any Holder owns Transaction Shares prior to the date on which all Holders may resell all of its Transaction Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act referred (as determined by counsel to in subparagraph (c)(1the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent for the benefit of and enforceable by any holder thereof), if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities Transaction Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or including providing any similar or successor rule or regulation hereafter adopted by legal opinions referred to in the CommissionPurchase Agreement. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of the Issuers covenants With a view to making available to the holders Holders the benefits of Registrable Securities that to the extent it shall be required to do so Rule 144 promulgated under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange U.S. Securities Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor other rule or regulation hereafter adopted by of the Commission. Upon SEC that may at any time permit the request of any holder of Holders to sell the Registrable Securities in connection with that holder’s sale pursuant to Rule 144the public without registration, and as a material inducement to the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any agreement of the Notes are “restricted securities” within Assignors to accept the meaning of Rule 144Assignee’s Subordinate Voting Shares as partial consideration under the Note Purchase Agreement, if (i) the Company Assignee represents and warrants that the Assignee is no longer subject to the reporting requirements of Section section 13 or 15(d) of the Exchange Act and has timely filed with the Commission all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date of the Note Purchase Agreement (as opposed or for such shorter period that the Assignee was required to just having the obligations suspendedfile such reports), other than Form 8-K reports, and (ii) the Company Assignee agrees (A) to use reasonable best efforts to make and keep public information available as those terms are understood in Rule 144; (B) to use reasonable best efforts to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the U.S. Securities Act or the U.S. Exchange Act pursuant to Rule 144; (C) as long as any Holder owns any Registrable Securities, to furnish in writing upon such H▇▇▇▇▇’s request a Parent written statement by the Assignee as to its compliance with the reporting requirements of Rule 144 (as defined in and, if applicable, of the Indenture) shall prepare U.S. Securities Act and the U.S. Exchange Act), and to furnish to any Holder, any beneficial owner such Holder a copy of the Notes most recent annual or quarterly report of the Assignee, and such other reports and documents so filed by the Assignee as may be reasonably requested in availing such Holder of Rule 144 or any prospective purchaser other rule or regulation of Notes designated the SEC permitting the selling of any such Registrable Securities without registration; (D) with respect to the sale of any Registrable Securities by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4144 and subject to such Holder providing necessary documentation that meet the requirements of Rule 144, to promptly furnish, without any charge to such Holder, a written legal opinion of its counsel to facilitate such sale and, if necessary, instruct its transfer agent in writing that it may rely on said written legal opinion of counsel with respect to said sale; and (E) (or to use reasonable best efforts to undertake any successor thereto) under additional actions reasonably necessary to maintain the Securities Act in connection with the offer, sale or transfer availability of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesRule 144.

Rule 144. (a) Each of A. At all times following the Issuers covenants Effective Date while its securities are traded on a national exchange or electronic quotation system, the Company shall provide and file such financial and other information concerning the Company as may from time to the holders of Registrable Securities that to the extent it shall time be required by the SEC, so as to do so comply with all reporting requirements under the Exchange Act, and shall, upon request, state in writing that it has complied with all such requirements, and further agrees that, for so long as the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall timely comply in all respects with paragraph (c)(2) of Rule 144. B. Following the Effective Date, subject to the acknowledgement below, the Company covenants that it will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to in subparagraph (c)(1) file such reports, it will, upon the request of Rule 144any holder of Registrable Securities, make publicly available other information), and shall it will take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell shares of Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Notwithstanding the foregoing, the Initial Holders acknowledge that the Company did not file the Form 10-Q for the quarter ended September 30, 2002 (the "3/rd/ Quarter 2002 Form 10-Q") and that the Company does not intend on filing such 3/rd/ Quarter 2002 Form 10-Q until March 31, 2003, or on such earlier date as the Company shall deem necessary and appropriate. The Initial Holders hereby acknowledge that such delinquent filing may delay the ability to exercise their rights set forth in the Agreement and waive any and all claim that might result from such delinquent filing of the 3/rd/ Quarter 2002 Form 10-Q. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall Company will deliver to such holder a written statement as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of At all times after the Issuers covenants Company has filed a registration statement with the Securities and Exchange Commission pursuant to the holders requirements of Registrable either the Securities that to the extent it shall be required to do so under Act or the Exchange Act, it the Company shall timely (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of the IPO, (ii) file the all reports and other documents required to be filed by it under the Securities Act and the Exchange Act or Act, (iii) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (A) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred (at any time after it has become subject to in subparagraph such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F 3 (c)(1at any time after it so qualifies), (B) a copy of Rule 144the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, which may be furnished through the Company’s filing on the Securities and Exchange Commission’s E▇▇▇▇ site, and (C) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the Securities and Exchange Commission that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Securities Act or pursuant to Form F-3 (at any time after the Company so qualifies to use such form)), and (iv) shall take such further action as any holder of Registrable Securities Holder may reasonably request, including (x) instructing the transfer agent for the Registrable Securities to remove restrictive legends from any Registrable Securities sold pursuant to Rule 144 (to the extent such removal is permitted under Rule 144 and other applicable law), and (y) cooperating with the Holder of such Registrable Securities to facilitate the transfer of such securities through the facilities of The Depository Trust Company, in such amounts and credited to such accounts as such Holder may request (or, if applicable, the preparation and delivery of certificates representing such securities, in such denominations and registered in such names as such Holder may request), all to the extent required from time to time to enable such holder the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144. Upon request, the Issuers Company shall deliver to such holder any Holder a written statement as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of As long as any Holder owns Common Shares, Warrants or Warrant Shares, the Issuers Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Common Shares, Warrants or Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities Common Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or including providing any similar or successor rule or regulation hereafter adopted by legal opinions of counsel to the CommissionCompany referred to in the Purchase Agreement. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of . This Agreement shall terminate on the Notes are “restricted securities” within date on which the meaning of Registrable Securities may be sold without restriction pursuant to Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d144(k) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesAct.

Rule 144. Section 9.01 From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may allow Subscriber to sell the securities of the Issuer to the public without registration are available to holders of the Issuer’s ordinary shares and for so long as the Subscriber holds the Shares, the Issuer shall, at its expense: (a) Each make and keep public information available, as those terms are understood and defined in Rule 144; (b) use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuers covenants Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the holders filing of Registrable such reports and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144 for so long as the Subscriber holds any Shares; and (c) furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities that to the extent it shall be required to do so under Act, and the Exchange Act, it shall timely file (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports required to be and documents so filed by the Issuer, and (iii) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration. Section 9.02 In connection with any sale or other disposition of the Shares by the Subscriber pursuant to Rule 144 and upon compliance by the Subscriber with the requirements of this Section 9.2, if requested by the Subscriber and if in the opinion of counsel to the Issuer, it under the Exchange Act or the Securities Act (including, without limitationis then permissible to do so, the reports under Section 13 Issuer shall cause the transfer agent for the Shares (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Shares and 15(dmake a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within five (5) trading days of any such request therefor from the Subscriber; provided that the Issuer and the Transfer Agent have timely received from the Subscriber customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent in connection therewith. Subject to receipt from the Subscriber by the Issuer and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent in connection therewith, the Subscriber may request that the Issuer remove any legend from the book entry position evidencing its Shares and the Issuer will, if reasonably required by the Transfer Agent and at Issuer’s sole expense, use its commercially reasonable efforts cause an opinion of the Exchange Act referred to Issuer’s counsel be provided, in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may a form reasonably request, all acceptable to the extent required from time Transfer Agent, to time to enable the effect that the removal of such holder to sell Registrable Securities without registration restrictive legends in such circumstances may be effected under the Securities Act within Act, following the limitations earliest of the exemption provided by Rule 144, such time as such Shares (i) are subject to or any similar have been or successor rule are about to be sold pursuant to an effective registration statement or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale (ii) have been or are about to be sold pursuant to Rule 144. If restrictive legends are no longer required for such Shares pursuant to the foregoing, the Issuers shall Issuer shall, in accordance with the provisions of this Section 9.2 and within five (5) trading days of any request therefor from the Subscriber accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of book entry shares. Notwithstanding the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)foregoing, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. (a) Each of From and after such time as the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) benefits of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration 144 promulgated under the Securities Act within the limitations of the exemption provided by Rule 144, or any other similar or successor rule or regulation hereafter adopted by of the CommissionCommission that may allow Subscriber to sell securities of the Issuer to the public without registration may be available to holders of the Issuer’s common stock and until the earlier of (x) the date on which Subscriber no longer owns any Shares and (y) the time Subscriber can sell the Shares under Rule 144 without any condition or limitation, the Issuer agrees to: 10.1. Upon the request of any holder of Registrable Securities make and keep public information available, as those terms are understood and defined in connection with that holder’s sale pursuant to Rule 144, ; 10.2. file with the Issuers shall deliver Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such holder a written statement as to whether they have complied with requirements and the filing of such requirements. (b) At any time while any of reports and other documents is required for the Notes are “restricted securities” within the meaning applicable provisions of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and ; and 10.3. furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the NotesSubscriber, promptly upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of the Exchange Act as required under Rule 144, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer and (z) such other information required as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144A(d)(4) (or any successor thereto) 144 without registration. If the Shares are eligible to be sold without restriction under Rule 144 under the Securities Act Act, then at Subscriber’s request in connection with the offer, sale or a transfer of Notes. Such information may be provided by a Parent in filings with Shares, the Commission which filing shall satisfy Issuer will cause its transfer agent to remove the obligations legend set forth in this clause (b)Section 2.1.5, and Subscriber shall provide all necessary certificates to facilitate the same. The requirements set forth In connection therewith, if required by the Issuer’s transfer agent and subject to the delivery by the Subscriber of any customary and reasonable representations or other documentation in this clause (b) connection therewith, the Issuer will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Shares without any such legend; provided that, notwithstanding the foregoing, Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. (a) Each of During the Issuers Registration Period, the Company covenants that it will use commercially reasonable efforts to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it (if so required) under the Securities Act and the Exchange Act or (and the Rules and Regulations adopted by the SEC thereunder) in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, use its commercially reasonable efforts to make publicly available other information so long as necessary to permit sales pursuant to Rule 144 under the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall Act. The Company further covenants that it will take such further action as any holder Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within pursuant to the limitations of the exemption exemptions provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by 144 under the CommissionSecurities Act. Upon the request of any holder Holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers shall Company will deliver to such holder Holder a written statement as to whether they have it has complied with such information requirements. (b) At any time while any of . With a view to making available to Holders the Notes are “restricted securities” within the meaning benefits of Rule 144144 promulgated under the Securities Act, if the Company is no longer subject agrees: (A) so long as any Holder owns Registrable Securities, to file the reporting requirements of Section reports required to be filed by it (if so required) under Sections 13 or 15(d) of the Exchange Act (as opposed to just having and the obligations suspended), Rules and Regulations adopted by the Company or SEC thereunder) in a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notestimely manner and, promptly upon request, to furnish to any such Holder such information as may be necessary and otherwise reasonable, and to cooperate with such Holder, to permit such Holder, subject to any transfer restrictions contained in Section 5(c) of the information required Securities Purchase Agreement and Section 8(d)(3) of the Notes, to sell such Registrable Securities pursuant to Rule 144A(d)(4144 without registration; (B) (if at any time the Company is not required to file reports with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act, it will, upon the request of any successor thereto) Holder, to make publicly available other information sufficient, and for as long as is necessary, to permit sales of Registrable Securities pursuant to Rule 144 under the Securities Act in connection with Act, and upon the offerrequest of any Holder, sale or transfer to use commercially reasonable efforts to make publicly available other information sufficient, and for as long as is necessary, to permit publication by brokers and dealers of Notes. Such information may be provided by a Parent in filings with quotations for the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary Common Stock and sales of the issuance of any NotesCommon Stock in accordance with Rule 15c2-11 under the Exchange Act.

Rule 144. (a) Each of the Issuers a. The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to in subparagraph (c)(1) file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available other nonconfidential information so long as necessary to permit sales under Rule 144144 under the Securities Act). b. Subject to the conditions of this Section 13, and shall the Company further covenants that it will take such further other action as any holder Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. c. The Company covenants that at such time any Holder is permitted to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by under Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto144(k) under the Securities Act Act, as such Rule may be amended from time to time, the Company shall, upon request of any such Holder and to the extent the Company is otherwise legally permitted to do so, remove the restrictive legend set forth on any certificate evidencing such Holder's Registrable Securities. Any Holder shall only be permitted to make a single request for the removal of such restrictive legend in accordance with the foregoing provisions. d. If at any time any Holder shall seek to transfer any Registrable Securities other than pursuant to the registration statement filed by the Company pursuant to Section 2 hereof while the certificates evidencing such Registrable Securities contain a legend restricting the transfer thereof, such Holder shall, at such Holder's cost and expense, provide an opinion of counsel reasonably acceptable to CGX together with such other representations and requests for transfer as may be reasonably required in connection therewith; provided, however, that (i) the Company shall provide any opinions required of the Company in connection with the offer, sale or any transfer of Notes. Such information the Registrable Securities to a Permitted Transferee pursuant to clause (i) of Section 16 below, and (ii) if the registration statement filed by the Company pursuant to Section 2 hereof does not become effective within 60 days of its filing for any reason other than the fault of a Holder, the Company shall provide, to the extent practicable, opinions of counsel as may be provided by a Parent reasonably required in filings connection with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary any such transfer of the issuance of any NotesRegistrable Securities.

Rule 144. (a) Each of From and after such time as the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) benefits of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration 144 promulgated under the Securities Act within the limitations of the exemption provided by Rule 144, or any other similar or successor rule or regulation hereafter adopted by of the Commission. Upon Commission that may allow Subscriber to sell securities of the request Company to the public without registration are available to holders of the Company’s Common Stock and until such time as any holder of Subscriber holds Warrants or Registrable Securities Securities, the Company agrees to: (i) make and keep public information available, as those terms are understood and defined in connection with that holder’s sale pursuant to Rule 144, ; (ii) file with the Issuers shall deliver Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such holder a written statement as to whether they have complied with requirements and the filing of such requirements. (b) At any time while any of reports and other documents is required for the Notes are “restricted securities” within the meaning applicable provisions of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d; and (iii) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the NotesSubscriber, promptly upon request, (x) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (z) such other information required as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144A(d)(4) (or any successor thereto) 144 without registration. If the Warrants and/or the Registrable Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act in connection with Act, then at Subscriber’s request, the offer, sale or Company will cause its transfer of Notes. Such information may be provided by a Parent in filings with agent to remove the Commission which filing shall satisfy the obligations legend set forth in this clause (b)Section 2.1.5. The requirements set forth in this clause (b) In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Warrants and/or Registrable Securities without any such legend; notwithstanding the foregoing, Company will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notes.securities in violation of applicable law. [Signature Page Follows]

Rule 144. (a) Each With a view to making available the benefits of certain rules and regulations of the Issuers covenants Commission that may permit the sale of the Restricted Common Shares to the holders of Registrable Securities that public without registration, the Company agrees to use its commercially reasonable efforts to: (i) make and keep adequate current public information with respect to the extent it shall be Company available in accordance with Rule 144 under the Securities Act; and (ii) file with the Commission in a timely manner all reports and other documents required to do so of the Company under the Securities Act and the Exchange Act. (b) The Purchaser acknowledges that the Restricted Common Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act that permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, it shall timely file which may include, depending on the reports required status of the Purchaser, among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified period after a party has purchased and paid for the security to be filed by it under sold; the number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly with a “market maker,” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Exchange Act or and the Securities Act (includingrules and regulations promulgated thereunder); and the filing of a Form 144 notice, without limitationif applicable. The Purchaser acknowledges and understands that, notwithstanding any obligation under Section 7.01(a) above, the reports under Section 13 and 15(d) of Company may not be satisfying the Exchange Act referred to in subparagraph (c)(1) current public information requirement of Rule 144)144 at the time the Purchaser wishes to sell the Restricted Common Shares, and shall take that, in such further action as any holder event, the Purchaser may be precluded from selling such securities under Rule 144, even if the other applicable requirements of Registrable Securities may reasonably requestRule 144 have been satisfied. The Purchaser acknowledges that the Company has no obligation to register or qualify the Restricted Common Shares for resale. The Purchaser acknowledges that, all to in the extent required from time to time to enable such holder to sell Registrable Securities without event the applicable requirements of Rule 144 are not met, registration under the Securities Act within the limitations or a different exemption from registration will be required for any disposition of the exemption provided by Restricted Common Shares. The Purchaser understands that, although Rule 144144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined brokers who participate in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notestransactions do so at their own risk.

Rule 144. (a) Each of As long as any Holder owns Common Stock, Conversion Shares, Warrants or Warrant Shares, the Issuers Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Common Stock, Conversion Shares, Warrants or Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities the Common Stock, Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions relating to such sale pursuant to Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of the Issuers a. The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to in subparagraph (c)(1) file such reports, it will, upon the request of the Holder of Registrable Securities, make publicly available other nonconfidential information so long as necessary to permit sales under Rule 144144 under the Securities Act). b. Subject to the conditions of this Section 13, and shall the Company further covenants that it will take such further other action as any holder the Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable the Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such holder Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request of the Holder, the Company will deliver to the Holder a written statement as to whether it has complied with such requirements. c. The Company covenants that at such time the Holder is permitted to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by under Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto144(k) under the Securities Act Act, as such Rule may be amended from time to time, the Company shall, upon request of the Holder and to the extent the Company is otherwise legally permitted to do so, remove the restrictive legend set forth on any certificate evidencing the Holder's Registrable Securities. The Holder shall only be permitted to make a single request for the removal of such restrictive legend in accordance with the foregoing provisions. d. If at any time the Holder shall seek to transfer any Registrable Securities other than pursuant to the registration statement filed by the Company pursuant to Section 2 hereof while the certificates evidencing such Registrable Securities contain a legend restricting the transfer hereof, Holder shall, at the Holder's cost and expense, provide an opinion of counsel reasonably acceptable to CGX together with such other representations and requests for transfer as may be reasonably required in connection therewith; provided, however, that if the registration statement filed by the Company pursuant to Section 2 hereof does not become effective within sixty (60) days of its filing for any reason other than the fault of the Holder, the Company shall provide, to the extent practicable, opinions of counsel as may be reasonably required in connection with the offer, sale or any such transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesRegistrable Securities.

Rule 144. (a) Each of From and after such time as the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) benefits of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration 144 promulgated under the Securities Act within the limitations of the exemption provided by Rule 144, or any other similar or successor rule or regulation hereafter adopted by of the Commission. Upon Commission that may allow Subscriber to sell securities of the request Issuer to the public without registration are available to holders of any holder the Issuer’s common stock and until the third anniversary of Registrable Securities the Closing Date, the Issuer agrees to: 11.1.1 make and keep public information available, as those terms are understood and defined in connection with that holder’s sale pursuant to Rule 144, ; 11.1.2 file with the Issuers shall deliver Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such holder a written statement as to whether they have complied with requirements and the filing of such requirements. (b) At any time while any of reports and other documents is required for the Notes are “restricted securities” within the meaning applicable provisions of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and ; and 11.1.3 furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the NotesSubscriber, promptly upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer and (z) such other information required as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144A(d)(4) (or any successor thereto) 144 without registration. If the Shares are eligible to be sold without restriction under, and without the Issuer being in compliance with the current public information requirements of, Rule 144 under the Securities Act in connection with Act, then at Subscriber’s request, the offer, sale or Issuer will cause its transfer of Notes. Such information may be provided by a Parent in filings with agent to remove the Commission which filing shall satisfy the obligations legend set forth in this clause (b)Section 2.1.6. The requirements set forth in this clause (b) In connection therewith, if required by the Issuer’s transfer agent, the Issuer will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Shares without any such legend; provided, that, notwithstanding the foregoing, Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. (a) Each of Acquirer shall cause Parent to comply with the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section filing requirements set forth in Sections 13 and 15(d) of the Exchange Act (as referred to in subparagraph (c)(1c) of Rule 144)144 adopted by the SEC under the Securities Act) and the rules and regulations adopted by the SEC thereunder (or, if Parent is not required to file such reports, Acquirer will, upon the reasonable request of Accredited Converting Holders holding at least a majority of the then-outstanding Closing Share Consideration held by the Accredited Converting Holders, cause Parent to make publicly available other material information at a time, and shall in a manner, reasonably determined by Acquirer) and will take such further action as any holder of Registrable Securities Accredited Converting Holder may reasonably request, all to the extent required from time to time to enable such holder Accredited Converting Holder to sell Registrable Securities Parent Ordinary Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 under the Securities Act, or any similar or successor rule or regulation hereafter adopted by the Commissionas such Rules may be amended from time to time. Upon the request of any holder of Registrable Securities in connection with Accredited Converting Holder, provided that holder’s sale pursuant such request may not be made more frequently than once every 12 months, Acquirer shall cause Parent to Rule 144, the Issuers shall deliver to such holder Accredited Converting Holder a written statement as to whether they have it has complied with such requirements. (b) At any time while . Notwithstanding anything to the contrary contained in the foregoing, nothing in this Section 5.14 shall be deemed to require Parent to register any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject its securities pursuant to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesAct.

Rule 144. (a3.6.1 If the Warrant Shares are issued in a cashless exercise, the Company and the registered holder undertaking such cashless exercise acknowledge and agree that in accordance with Section 3(a)(9) Each of the Issuers covenants Act, other than a change in law, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a cashless exercise shall be deemed to have been acquired by the holder of the Warrant Shares, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date the Warrants being exercised were originally issued pursuant to the Underwriting Agreement. 3.6.2 The Company shall, at all times prior to the earlier to occur of (i) the date of sale or other disposition by the holders of Registrable Securities that a Warrant of or all shares of Common Stock issued on exercise of such Warrant or (ii) the expiration or earlier termination of a Warrant if a Warrant has not been exercised in full or in part on such date, use commercially reasonable efforts to the extent it shall be required to do so under the Exchange Act, it shall timely file the all reports required to be filed by it under the Exchange Act or and otherwise timely take all actions necessary to permit the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to such Warrant and/or the extent required from time to time to enable such holder shares of Common Stock issued on exercise thereof to sell Registrable Securities without registration under the Securities Act within the limitations or otherwise dispose of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale such Warrant and shares pursuant to Rule 144144 promulgated under the Act, provided that the Issuers foregoing shall deliver to such holder not apply in the event of a written statement as to whether they have complied with such requirements. (b) At any time while any of Merger Event following which the Notes are “restricted securities” within the meaning of Rule 144, if the Company successor or surviving entity is no longer not subject to the reporting requirements of Section 13 or 15(d) the Exchange Act. If the holder of a Warrant proposes to sell Common Stock issuable upon the exercise of such Warrant in compliance with Rule 144, then, upon the holder of the Exchange Act (as opposed Warrant’s written request to just having the obligations suspended)Company, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner the holder of the Notes and any prospective purchaser Warrant, within five (5) Business Days after receipt of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon such request, a written statement confirming the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection Company’s compliance with the offer, sale or transfer filing and other requirements of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch Rule 144.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under file with the Exchange Act, it shall Commission in a timely file the manner any reports and other documents required to be filed by it under the Securities Act and the Exchange Act or and make and keep public information available, as those terms are understood and defined in Rule 144, at all times, if such Rule is available with respect to resales of the Registrable Securities under the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder holders to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Securities, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to (A) whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject has filed (i) all reports and other materials required to the reporting requirements of Section 13 be filed pursuant to Sections 13(a) or 15(d) of the Exchange Act Act, as applicable, during the preceding 12 months (as opposed or for such shorter period that the Company was required to just having the obligations suspendedfile such reports and materials), other than Current Reports on Form 8-K and (ii) current “Form 10 information” (within the Company or a Parent meaning of Rule 144 under the Securities Act) with the Commission reflecting the Company’s status as an entity that is no longer an issuer described in paragraph (as defined in the Indenturei)(1)(i) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) 144 under the Securities Act in connection and (B) the first date that the Company filed “Form 10 information” (within the meaning of Rule 144 under the Securities Act) with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesCommission.

Rule 144. (a) Each Such Shareholder acknowledges that any Transaction Securities that such Shareholder acquires in connection with the Transactions must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Such Shareholder is aware of the Issuers covenants provisions of Rule 144 promulgated under the Securities Act which permit resale of restricted securities subject to the holders satisfaction of Registrable Securities that to certain conditions, which may include, among other things, the extent it shall be required to do so under availability of certain current public information about Buyer; the Exchange Act, it shall timely file resale occurring not less than a specified period after a party has acquired the reports required security to be filed by it under sold; the Exchange number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. Such Shareholder acknowledges and understands that Buyer may not be satisfying the current public information requirement of Rule 144)144 at the time such Shareholder wishes to sell the Transaction Securities that such Shareholder acquires in connection with the Transactions, and shall take that, in such further action as any holder event, such Shareholder may be precluded from selling such securities under Rule 144, even if the other applicable requirements of Registrable Securities may reasonably requestRule 144 have been satisfied. Such Shareholder acknowledges that, all to in the extent required from time to time to enable such holder to sell Registrable Securities without event the applicable requirements of Rule 144 are not met, registration under the Securities Act within the limitations of the or an exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request from registration will be required for disposition of any holder of Registrable Transaction Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act Shareholder acquires in connection with the offer, sale or transfer of NotesTransactions. Such information may be provided by Shareholder understands that, although Rule 144 is not exclusive, the SEC has expressed its opinion that persons proposing to sell restricted securities received in a Parent private offering other than in filings with a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the Commission which filing shall satisfy brokers who participate in the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notestransactions do so at their own risk.

Rule 144. (a) Each of the Issuers covenants The Company shall not be obligated under Section 2, 3 or 4 hereof to the holders of register or include in any registration statement Registrable Securities that any Holder has requested to be registered if the Company shall furnish such Holder with a written opinion of counsel to the extent it Company, which opinion shall be required reasonably satisfactory to do so such Holder, that all Registrable Securities that such Holder holds may be publicly offered, sold and distributed within a single ninety (90) day period without registration under the Exchange Act pursuant to Rule 144 promulgated by the Commission under the Act; provided, however, that the provisions of this Section 10(a) shall not apply if such Holder requesting registration shall provide to the Company written advice from a refutable investment banker reasonably satisfactory to such Holder and the Company, that the per share price reasonably likely to be attainable in a sale under Rule 144 (net of expenses of such sale) is not substantially as great as the per share price reasonably likely to be attainable pursuant to a Registration under the applicable section. The cost of obtaining a letter from an investment banker containing such advice shall be borne by the Company. (b) At such time as the Company becomes subject to the reporting requirements of the 1934 Act, it shall timely the Company will file the reports required to be filed by it under the Exchange Act or and the Securities 1934 Act (including, without limitation, and the reports under Section 13 rules and 15(d) of regulations adopted by the Exchange Act referred to in subparagraph (c)(1) of Rule 144)Commission thereunder, and shall will use its best efforts to take such further action as any holder Holder of Registrable Securities may reasonably requestdeem to be necessary, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144144 under the Act, as such Rule may be amended from time to time, or (ii) any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.or

Rule 144. (a) Each Clean Energy acknowledges that the Series A Units must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Clean Energy is aware of the Issuers covenants provisions of Rule 144 promulgated under the Securities Act which permit resale of securities purchased in a private placement subject to the holders satisfaction of Registrable Securities that to certain conditions, which may include, among other things, the extent it shall be required to do so under availability of certain current public information about the Exchange Act, it shall timely file Company; the reports required resale occurring not less than a specified period after a party has purchased and paid for the security to be filed by it under sold; the Exchange number of securities being sold during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. Clean Energy understands that the current public information about the Company referred to in subparagraph (c)(1) above is not now available, and the Company has no present plans to make such information available. Clean Energy acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144)144 at the time Clean Energy wishes to sell the Series A Units, and shall take that, in such further action as any holder event, Clean Energy may be precluded from selling such securities under Rule 144, even if the other applicable requirements of Registrable Securities may reasonably requestRule 144 have been satisfied. Clean Energy acknowledges that, all to in the extent required from time to time to enable such holder to sell Registrable Securities without event the applicable requirements of Rule 144 are not met, registration under the Securities Act within the limitations or an exemption from registration will be required for any disposition of the exemption provided by Series A Units. Clean Energy understands that, although Rule 144144 is not exclusive, the SEC has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined brokers who participate in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notestransactions do so at their own risk. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.sd-701304

Rule 144. (a) Each Rule 1 44A and Regulation S. etc. The Company covenants that, following the consummation of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Actan IPO, it shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to in subparagraph (c)(1) file such reports following the consummation of such IPO, it will, upon the reasonable request of any holder of Registrable Securities, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144), Rule 144A or Regulation S under the Securities Act) and shall take any such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder holders of Registrable Securities to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (ii) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon The Company agrees that, prior to the request consummation of an IPO, any holder of Registrable Securities in connection with that holder’s sale may, to the extent necessary to permit sales of Registrable Securities to an actual or prospective purchaser pursuant to Rule 144, Rule 1 44A or Regulation S under the Issuers shall deliver Securities Act, provide copies of Company financial statements in its possession to such holder actual or prospective purchaser (but only if such purchaser is not a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144Competitor or Affiliate thereof), if the Company is no longer subject to the reporting requirements agreement of Section 13 or 15(d) such purchaser to comply, as if it were a holder of the Exchange Act (as opposed Registrable Securities, with any confidentiality obligations of such holder of Registrable Securities to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish any Affiliate thereof with respect to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch financial statements.

Rule 144. (a) Each 8.1 From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Issuers covenants Commission that may allow Subscriber to sell the securities of the Issuer to the public without registration are available to holders of Registrable the Issuer’s ordinary shares and for so long as the Subscriber holds the Securities, the Issuer shall, at its expense: 8.1.1 make and keep public information available, as those terms are understood and defined in Rule 144; 8.1.2 use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares or Warrant Shares (as the case may be) under Rule 144 for so long as the Subscriber holds any Shares or Warrant Shares (as the case may be); and 8.1.3 furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that to it has complied with the extent it shall be required to do so under reporting requirements of Rule 144, the Securities Act, and the Exchange Act, it shall timely file (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports required to be and documents so filed by the Issuer, and (iii) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration. 8.2 In connection with any sale or other disposition of the Shares or Warrant Shares (as the case may be) by the Subscriber pursuant to Rule 144 and upon compliance by the Subscriber with the requirements of this Section 8.2, if requested by the Subscriber and if in the opinion of counsel to the Issuer, it under the Exchange Act or the Securities Act (including, without limitationis then permissible to do so, the reports under Section 13 Issuer shall cause the transfer agent for the Shares or Warrant Shares (as the case may be) (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Shares or Warrant Shares (as the case may be) and 15(dmake a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within five (5) trading days of any such request therefor from the Subscriber; provided that the Issuer and the Transfer Agent have timely received from the Subscriber customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent in connection therewith. Subject to receipt from the Subscriber by the Issuer and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent in connection therewith, the Subscriber may request that the Issuer remove any legend from the book entry position evidencing its Shares or Warrant Shares (as the case may be) and the Issuer will, if reasonably required by the Transfer Agent and at Issuer’s sole expense, use its commercially reasonable efforts cause an opinion of the Exchange Act referred to Issuer’s counsel be provided, in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may a form reasonably request, all acceptable to the extent required from time Transfer Agent, to time to enable the effect that the removal of such holder to sell Registrable Securities without registration restrictive legends in such circumstances may be effected under the Securities Act within Act, following the limitations earliest of such time as such Shares or Warrant Shares (as the exemption provided by Rule 144, case may be) (i) are subject to or any similar have been or successor rule are about to be sold pursuant to an effective registration statement or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale (ii) have been or are about to be sold pursuant to Rule 144. If restrictive legends are no longer required for such Shares or Warrant Shares (as the case may be) pursuant to the foregoing, the Issuers shall Issuer shall, in accordance with the provisions of this Section 8.2 and within five (5) trading days of any request therefor from the Subscriber accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of book entry shares. Notwithstanding the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)foregoing, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. (a) Each If the Company shall have filed a registration statement pursuant to Section 12 of the Issuers covenants Exchange Act or a registration statement pursuant to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely the Company will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall the rules and regulations adopted by the Commission thereunder and will take such further action as any holder of Registrable Securities the Warrant Rights Holders may reasonably request, all to the extent required from time to time to enable such holder holders to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in In connection with that holder’s sale pursuant to the foregoing, the Company agrees to: (w) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after six months after the Issuers shall deliver effective date of the first registration statement filed by the Company for the offering of its equity securities to the general public; (x) take such holder action, including voluntary registration under Section 12 of the Exchange Act, as is necessary to enable the Warrant Rights Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its equity securities to the general public is declared effective; (y) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (z) furnish to any Warrant Rights Holder forthwith upon written request from such Warrant Rights Holder (i) a written statement as to whether they have by the Company that it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) Rule 144 (at any time after six months after the effective date of the first registration statement filed by the Company for the sale of its equity securities to the general public), the Securities Act and the Exchange Act (as opposed at any time after it has become subject to just having the obligations suspendedsuch reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested in availing any Warrant Rights Holder of any rule or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner regulation of the Notes and SEC which permits the selling of any prospective purchaser of Notes designated by a Holder such securities without registration or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch form.

Rule 144. (a) Each of As long as any Holder owns Warrants or Warrant Shares, the Issuers Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Warrants or Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities Conversion Shares and Warrant Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions relating to such sale pursuant to Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder Holder, the Company shall deliver to such Holder a written certification of Registrable Securities in connection a duly authorized officer as to whether it has complied with that holder’s such requirements. If the Holder meets the requirements of Rule 144, and the Company does not provide the Holder with a legal opinion relating to a sale pursuant to Rule 144, 144 or otherwise fails to take the Issuers shall deliver necessary actions to such holder a written statement as enable the Holder to whether they have complied with such requirements. sell the Warrant Shares pursuant to Rule 144 within three (b3) At any time while any business days of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)Holder's request, the Company or a Parent (as defined shall pay to the Holder liquidated damages in the Indenture) shall prepare and furnish to any Holder, any beneficial owner amount of $2,000 per day until the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection Company complies with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesHolder's request.

Rule 144. (a) Each Purchaser acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser is aware of the Issuers covenants provisions of Rule 144 promulgated under the Securities Act which permit resale of shares purchased in a private placement subject to the holders satisfaction of Registrable Securities that to certain conditions, which may include, among other things, the extent it shall be required to do so under availability of certain current public information about the Exchange Act, it shall timely file Company; the reports required resale occurring not less than a specified period after a party has purchased and paid for the security to be filed by it under sold; the Exchange number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly with a “market maker,” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of 1934, as amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. Purchaser acknowledges and understands that the Company may not satisfy the current public information requirement of Rule 144)144 at the time Purchaser wishes to sell the Shares, and shall take that, therefore, Purchaser may be precluded from selling such further action as any holder securities under Rule 144, even if the other applicable requirements of Registrable Securities may reasonably requestRule 144 have been satisfied. Purchaser acknowledges that, all to in the extent required from time to time to enable such holder to sell Registrable Securities without event the applicable requirements of Rule 144 are not met, registration under the Securities Act within the limitations or an exemption from registration will be required for any disposition of the exemption provided by Shares. Purchaser understands that, although Rule 144144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons, and the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined brokers who participate in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notestransactions do so at their own risk.

Rule 144. (a) Each If the Company shall have filed a registration statement pursuant to Section 12 of the Issuers covenants Exchange Act or a registration statement pursuant to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall the Company will file in a timely file manner the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall the rules and regulations adopted by the Commission thereunder and will take such further action as any holder of Registrable Securities the Sellers’ Note Rights Holders may reasonably request, all to the extent required from time to time to enable such holder Sellers’ Note Rights Holders to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in In connection with that holder’s sale pursuant to the foregoing, the Company agrees to: (w) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after six months after the Issuers shall deliver effective date of the first registration statement filed by the Company for the offering of its equity securities to the general public; (x) take such holder action, including voluntary registration under Section 12 of the Exchange Act, as is necessary to enable the Sellers’ Note Rights Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its equity securities to the general public is declared effective; (y) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (z) furnish to any Sellers’ Note Rights Holder forthwith upon written request from such Sellers’ Note Rights Holder (i) a written statement as to whether they have by the Company that it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) Rule 144 (at any time after six months after the effective date of the first registration statement filed by the Company for the sale of its equity securities to the general public), the Securities Act and the Exchange Act (as opposed at any time after it has become subject to just having the obligations suspendedsuch reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested in availing any Sellers’ Note Rights Holder of any rule or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner regulation of the Notes and SEC which permits the selling of any prospective purchaser of Notes designated by a Holder such securities without registration or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch form.

Rule 144. (a) Each With a view to making available certain exemptions -------- form the registration provisions of the Issuers Securities Act for the sale of Shares, the Company covenants to that: (i) At all times that the holders Premier Common Stock is registered under Section 12(b) or 12(g) of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall the Company will use its best efforts to timely file the reports required to be filed by it the Company under the Securities Act and the Exchange Act or (or, if the Securities Act (including, without limitation, the reports Company is not registered under Section 13 and 15(d12(b) or 12(g) of the Exchange Act referred and is not otherwise required to in subparagraph file such reports under Sections 13 or 15(d) thereunder, it will, upon the request of any Purchaser, make publicly available such other information required under Rule 144 of the Securities Act (c)(1"Rule 144") of for so long as necessary to permit sales pursuant to Rule 144), and shall the Company will take such further action as any holder of Registrable Securities Purchaser may reasonably request, all request to the extent required from time to time to enable such holder Purchaser to sell Registrable Securities the Shares without registration under the Securities Act within the limitations of the exemption exemptions provided by by: (x) Rule 144, or as such rule may be amended from time to time, and (y) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144the Purchaser, the Issuers shall Company will deliver to such holder Purchaser a written statement as to whether they have it has complied with such requirements. (bii) At any time while any of So long as the Notes are “restricted securities” within the meaning of Shares constitute "Restricted Securities" as that term is used in Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) will furnish each Purchaser a copy of the Exchange Act (as opposed to just having the obligations suspended), annual and quarterly reports of the Company or a Parent and such other public reports as the Purchaser may reasonably request. (as defined in the IndentureSignature Page Follows) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.[SIGNATURE PAGE FOR REGISTRATION RIGHTS AGREEMENT]

Rule 144. (aIf the Warrant Shares are issued in a cashless exercise, the Company and the registered holder undertaking such cashless exercise acknowledge and agree that in accordance with Section 3(a)(9) Each of the Issuers covenants 1933 Act, other than a change in law, the Warrant Shares take on the registered characteristics of the Warrants being exercised. For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the Issuance Date, it is intended that the Warrant Shares issued in a cashless exercise shall be deemed to have been acquired by the holder of the Warrant Shares, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date the Warrants being exercised were originally issued pursuant to the Underwriting Agreement. The Company shall, at all times prior to the earlier to occur of (i) the date of sale or other disposition by the holders of Registrable Securities that a Warrant of or all Ordinary Shares issued on exercise of such Warrant or (ii) the expiration or earlier termination of a Warrant if a Warrant has not been exercised in full or in part on such date, use commercially reasonable efforts to the extent it shall be timely file all reports required to do so under the Exchange Act, it shall 1934 Act and otherwise timely file take all actions necessary to permit the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to such Warrant and/or the extent required from time to time to enable such holder Ordinary Shares issued on exercise thereof to sell Registrable Securities without registration under the Securities Act within the limitations or otherwise dispose of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale such Warrant and shares pursuant to Rule 144144 promulgated under the 1933 Act, provided that the Issuers foregoing shall deliver to such holder not apply in the event of a written statement as to whether they have complied with such requirements. (b) At any time while any of Merger Event following which the Notes are “restricted securities” within the meaning of Rule 144, if the Company successor or surviving entity is no longer not subject to the reporting requirements of Section 13 or 15(d) the 1934 Act. If the holder of a Warrant proposes to sell Ordinary Shares issuable upon the exercise of such Warrant in compliance with Rule 144, then, upon the holder of the Exchange Act (as opposed Warrant’s written request to just having the obligations suspended)Company, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner the holder of the Notes and any prospective purchaser Warrant, within five (5) Business Days after receipt of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon such request, a written statement confirming the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection Company’s compliance with the offer, sale or transfer filing and other requirements of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notessuch Rule 144.

Rule 144. (a) Each of As long as the Issuers Holder owns Registrable Securities, the Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and to in subparagraph (c)(1promptly furnish the Holder with true and complete copies of all such filings. As long as the Holder owns Registrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holder and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities the Holder may reasonably request, all to the extent required from time to time to enable such holder the Holder to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or including providing any similar or successor rule or regulation hereafter adopted by legal opinions of counsel to the CommissionCompany referred to in the Purchase Agreement. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144the Holder, the Issuers Company shall deliver to such holder the Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of . This Agreement shall terminate on the Notes are “restricted securities” within date on which the meaning of Registrable Securities may be sold without restriction pursuant to Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d144(k) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesAct.

Rule 144. As long as any Holder owns Shares, Warrants or Underlying Shares (a) Each of as such term is defined in the Issuers Purchase Agreement), the Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act. As long as any Holder owns Shares, Warrants or Underlying Shares prior to the date on which all Holders may resell all of its Shares, Warrants or Underlying Shares without volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act referred (as determined by counsel to in subparagraph (c)(1the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent for the benefit of and enforceable by any Holder), if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities Underlying Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or including providing any similar or successor rule or regulation hereafter adopted by legal opinions referred to in the CommissionPurchase Agreement. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of the Issuers The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely will file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to in subparagraph (c)(1) file such reports, it will, upon the request of any Investor holding Shares purchased hereunder made after the first anniversary of the Closing Date, make publicly available such information as necessary to permit sales pursuant to Rule 144144 under the Securities Act), and shall it will take such further action as any holder of Registrable Securities such Investor may reasonably request, all to the extent required from time to time to enable such holder Investor to sell Registrable Securities Shares purchased hereunder without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by (a) Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar or successor rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144the Investor, the Issuers shall Company will deliver to such holder a written statement as to whether they have it has complied with such information and requirements. . EXHIBIT A UNITED THERAPEUTICS CORPORATION INVESTOR QUESTIONNAIRE (bALL INFORMATION WILL BE TREATED CONFIDENTIALLY) At any time while any To: United Therapeutics Corporation This Investor Questionnaire ("Questionnaire") must be completed by each potential investor in connection with the offer and sale of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) shares of the Exchange Act common stock, par value $.01 per share, of United Therapeutics Corporation (as opposed to just having the obligations suspended"Securities"), . The Securities are being offered and sold by United Therapeutics Corporation (the Company or a Parent (as defined in the Indenture"Corporation") shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) without registration under the Securities Act of 1933, as amended (the "Act"), and the securities laws of certain states, in connection with reliance on the offerexemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Except as permitted in this Agreement, your answers will be kept strictly confidential. However, by signing this Questionnaire you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Securities will not result in a violation of the Act or transfer the securities laws of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall any state and that you otherwise satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be suitability standards applicable after the one year anniversary to purchasers of the issuance Securities. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any Notesitem.

Rule 144. (a) Each 9.1 From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Issuers covenants Commission that may allow Subscriber to sell the securities of the Issuer to the public without registration are available to holders of Registrable the Issuer’s ordinary shares and for so long as the Subscriber holds the Shares, the Issuer shall, at its expense: 9.1.1 make and keep public information available, as those terms are understood and defined in Rule 144; 9.1.2 use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Shares under Rule 144 for so long as the Subscriber holds any Shares; and 9.1.3 furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that to it has complied with the extent it shall be required to do so under reporting requirements of Rule 144, the Securities Act, and the Exchange Act, it shall timely file (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports required to be and documents so filed by the Issuer, and (iii) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration. 9.2 In connection with any sale or other disposition of the Shares by the Subscriber pursuant to Rule 144 and upon compliance by the Subscriber with the requirements of this Section 9.2, if requested by the Subscriber and if in the opinion of counsel to the Issuer, it under the Exchange Act or the Securities Act (including, without limitationis then permissible to do so, the reports under Section 13 Issuer shall cause the transfer agent for the Shares (the “Transfer Agent”) to remove any restrictive legends related to the book entry account holding such Shares and 15(dmake a new, unlegended entry for such book entry shares sold or disposed of without restrictive legends within five (5) trading days of any such request therefor from the Subscriber; provided that the Issuer and the Transfer Agent have timely received from the Subscriber customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent in connection therewith. Subject to receipt from the Subscriber by the Issuer and the Transfer Agent of customary representations and other documentation reasonably acceptable to the Issuer and the Transfer Agent in connection therewith, the Subscriber may request that the Issuer remove any legend from the book entry position evidencing its Shares and the Issuer will, if reasonably required by the Transfer Agent and at Issuer’s sole expense, use its commercially reasonable efforts cause an opinion of the Exchange Act referred to Issuer’s counsel be provided, in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may a form reasonably request, all acceptable to the extent required from time Transfer Agent, to time to enable the effect that the removal of such holder to sell Registrable Securities without registration restrictive legends in such circumstances may be effected under the Securities Act within Act, following the limitations earliest of the exemption provided by Rule 144, such time as such Shares (i) are subject to or any similar have been or successor rule are about to be sold pursuant to an effective registration statement or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale (ii) have been or are about to be sold pursuant to Rule 144. If restrictive legends are no longer required for such Shares pursuant to the foregoing, the Issuers shall Issuer shall, in accordance with the provisions of this Section 9.2 and within five (5) trading days of any request therefor from the Subscriber accompanied by such customary and reasonably acceptable representations and other documentation referred to above establishing that restrictive legends are no longer required, deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of book entry shares. Notwithstanding the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended)foregoing, the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate, or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without registration, during the Effectiveness Period, the Company will use its reasonable best efforts (a) Each of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the all reports required to be filed by it the Company after the date hereof under the Securities Act and the Exchange Act or the Securities Act (including, without limitation, including the reports under pursuant to Section 13 and 13(a) or 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144) and the rules and regulations adopted by the Commission thereunder), (b) if the Company is not required to file reports pursuant to such sections, it will prepare and shall take furnish to the Holders and make publicly available in accordance with Rule 144(c) such further action information as is required for the Holders to sell Common Shares under Rule 144, and (c) furnish to any holder Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Registrable Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company if not otherwise publicly available on ▇▇▇▇▇, and (iii) such other information as may be reasonably requestrequested to avail any Holder of any rule or regulation of the Commission that permits the selling of any such securities without registration, as may be necessary and all to the extent required from time to time to enable such holder the Holders to sell Registrable Securities Common Shares without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144, or including causing its attorneys to issue and deliver any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request appropriate legal opinion required to permit a Holder to sell Common Shares under Rule 144 upon receipt of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver appropriate documentation relating to such holder a written statement as to whether they have complied with such requirementssale. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of From and after such time as the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) benefits of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration 144 promulgated under the Securities Act within the limitations of the exemption provided by Rule 144, or any other similar or successor rule or regulation hereafter adopted by of the Commission. Upon Commission that may allow Subscriber to sell securities of the request Issuer to the public without registration are available to holders of any holder the Issuer’s common stock and until the third anniversary of Registrable Securities the Closing Date, the Issuer agrees to: 12.1 make and keep public information available, as those terms are understood and defined in connection with that holder’s sale pursuant to Rule 144, ; 12.2 file with the Issuers shall deliver Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such holder a written statement as to whether they have complied with requirements and the filing of such requirements. (b) At any time while any of reports and other documents is required for the Notes are “restricted securities” within the meaning applicable provisions of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and ; and 12.3 furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the NotesSubscriber, promptly upon request, (x) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (y) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer and (z) such other information required as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144A(d)(4) (or any successor thereto) 144 without registration. If the Subscription Shares are eligible to be sold without restriction under, and without the Issuer being in compliance with the current public information requirements of, Rule 144 under the Securities Act in connection with Act, then at Subscriber’s request, the offer, sale or Issuer will cause its transfer of Notes. Such information may be provided by a Parent in filings with agent to remove the Commission which filing shall satisfy the obligations legend set forth in this clause (b)Section 2.1.5. The requirements set forth in this clause (b) In connection therewith, if required by the Issuer’s transfer agent, the Issuer will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Subscription Shares without any such legend; provided, that, notwithstanding the foregoing, Issuer will not be applicable after the one year anniversary required to deliver any such opinion, authorization, certificate or direction if it reasonably believes that removal of the issuance legend could result in or facilitate transfers of any Notessecurities in violation of applicable law.

Rule 144. (ai) Each The Pledged Shares are fully paid and nonassessable and have been duly authorized and validly issued. All other shares of stock constituting Pledged Collateral will be duly authorized and validly issued, fully paid and nonassessable. The Pledgor has legally and beneficially owned the Pledged Shares described on Exhibit B hereto since the dates set forth opposite the applicable certificate evidencing such Pledged Shares as set forth on Exhibit B hereto. The information set forth in Exhibit B hereto is true and correct; (ii) the Pledged Shares are or may be deemed restricted or control securities (as indicated on Exhibit B) for purposes of Rule 144 of the Issuers covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 General Rules and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration Regulations under the Securities Act within the limitations of the exemption provided by Rule 1933 ("RULE 144, or any similar or successor rule or regulation hereafter adopted ") promulgated by the Securities and Exchange Commission. Upon The Pledgor understands that in order for the request of Bank to make any holder of Registrable Loan to the Borrowers which is collateralized by the Rule 144 Securities, the Bank must be able to sell the Rule 144 Securities in connection with that holder’s sale pursuant to Rule 144144 (other than with respect to any waiting or holding period imposed by Rule 144 as of the date hereof), the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements.which requires that certain conditions must be met; (biii) At the Pledgor has held the Pledged Shares and borne the full economic risk thereof since or prior to the date(s) indicated on Exhibit B; (iv) the Pledgor is familiar with the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules promulgated thereunder and has made his own determination if the provisions thereof are applicable to the Pledgor, and, if applicable, understands the possible consequences if the Bank sells the Pledged Shares at a time when such sale would deem the Pledgor to have received "short-swing" profits, which consequences could include the payment of all such profits to the issuer of the Rule 144 Securities by the Pledgor; (v) the Pledgor agrees that the Pledged Shares may be sold as provided for in the Pledge Agreement and, except as provided in the Pledge Agreement, expressly waives any time while rights of notice of sale, advertisement procedures, or related provisions granted under applicable law, including the New York Lien Law; (vi) the Pledgor has furnished and shall furnish the Bank with a true, correct and complete copy of each registration rights agreement and other agreement, if any, in respect of or otherwise affecting any of the Notes are “restricted securities” within Pledged Shares in existence on the meaning of Rule 144, if date hereof or that may hereafter be entered into; (vii) the Company Pledgor is no longer subject to and will be at all times the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare legal and furnish to any Holder, any beneficial owner of the Notes Additional Collateral in existence, free and clear of any prospective purchaser Lien, security interest, option or other charge or encumbrance except for the security interest created by the Pledge Agreement. There is no financing statement naming the Pledgor as debtor (or similar documents or instrument of Notes designated by a Holder registration under the law of any jurisdiction) now on file or a beneficial owner registered in any public office covering any interest of the NotesPledgor in the Additional Collateral, promptly except in favor of the Bank; and (viii) upon requestthe occurrence and during the continuance of an Event of Default, the information required Bank may publicly sell, transfer or otherwise dispose of the Additional Collateral pursuant to Rule 144A(d)(4144(k) without regard to the requirements of paragraphs (c), (e), (f) or (h) of Rule 144 so long as the Bank is not an affiliate of Triarc at the date of such sale, transfer or other disposition or at any successor time within the three months prior thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each The Purchaser acknowledges that the Shares and the Conversion Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the Issuers covenants provisions of Rule 144 promulgated under the Securities Act which permit resale of shares purchased in a private placement subject to the holders satisfaction of Registrable Securities that to certain conditions, which may include, among other things, the extent it shall be required to do so under availability of certain current public information about the Exchange Act, it shall timely file Company; the reports required resale occurring not less than a specified period after a party has purchased and paid for the security to be filed by it under sold; the Exchange number of shares being sold during any three-month period not exceeding specified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly with a “market maker” or a “riskless principal transaction” (as those terms are defined in the Securities Act or the Securities Exchange Act (includingof 1934, without limitationas amended, and the rules and regulations promulgated thereunder); and the filing of a Form 144 notice, if applicable. The Purchaser understands that the current public information referred to above is not now available and the Company has no present plans to make such information available. The Purchaser acknowledges and understands that notwithstanding any obligation under the Amended Members Agreement, the reports under Section 13 and 15(d) of Company may not be satisfying the Exchange Act referred to in subparagraph (c)(1) current public information requirement of Rule 144)144 at the time the Purchaser wishes to sell the Shares or the Conversion Shares, and shall take that, in such further action as any holder event, the Purchaser may be precluded from selling such securities under Rule 144, even if the other applicable requirements of Registrable Securities may reasonably requestRule 144 have been satisfied. The Purchaser acknowledges that, all to in the extent required from time to time to enable such holder to sell Registrable Securities without event the applicable requirements of Rule 144 are not met, registration under the Securities Act within the limitations or an exemption from registration will be required for any disposition of the exemption provided by Shares or the underlying Common Stock. The Purchaser understands that, although Rule 144144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined brokers who participate in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notestransactions do so at their own risk.

Rule 144. (a) Each For so long as the Company is subject to the reporting -------- requirements of Section 13 or 15 of the Issuers Exchange Act, the Company covenants to the holders Holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including, without limitation, including the reports under Section Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144)144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, that if it ceases to be so required to file such reports, it will upon the request of any Holder of Registrable Securities (i) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any holder Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder Holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder Holder of Registrable Securities in connection with that holder’s Holder's sale pursuant to Rule 144, the Issuers Company shall deliver to such holder Holder a written statement as to whether they have it has complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of The Seller and the Issuers covenants to Seller Designees have acknowledged that the holders of Registrable Securities that to the extent it shall be required to do so Buyer Shares being issued as Stock Consideration are “restricted securities” as defined in Rule 144 promulgated under the Exchange Act, it shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act and will be subject to a lock-up period of six (including6) months. The Buyer Shares may not be transferred, without limitationresold, pledged, hypothecated or otherwise disposed of in the reports under Section 13 and 15(d) absence of the Exchange Act referred to in subparagraph (c)(1) a legal opinion of Rule 144), and shall take such further action as any holder of Registrable Securities may counsel reasonably request, all acceptable to the extent required from time to time to enable Buyer that such holder to sell Registrable Securities transfer may be made without registration under the Securities Act within the limitations of the exemption provided by Rule 144, and all applicable state securities or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirementsblue sky laws. (b) At With a view to making available to the Seller and the Seller Designee(s) the benefits of Rule 144 promulgated under the Securities Act and any other similar rule or regulation of the SEC that may at any time while permit the Seller Designee(s) to sell securities of the Buyer to the public without registration, the Buyer agrees to use commercially reasonable efforts to: (i) make and keep adequate current public information available, as those terms are understood and defined in Rule 144; (ii) file with the SEC in a timely manner all reports and other documents required of the Buyer under the Securities Act and the Exchange Act, for so long as the Buyer remains subject to such requirements, and the filing of such reports and other documents as is required for sales under Rule 144; (iii) submit electronically and post on its corporate web site, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T; and (iv) furnish to the Seller and any of the Notes are “restricted securities” within Seller Designees, promptly upon written request, (A) to the meaning extent accurate, a written statement by Buyer that it has complied with the reporting requirements of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of Securities Act and the Exchange Act and (B) such other information as opposed may be reasonably requested to just having permit the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish Seller Designees to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required sell such securities pursuant to Rule 144A(d)(4144 without registration. (c) (Provided the Seller Designee or the Seller, as applicable meets the requirements of Rule 144 as heretofore referenced, the Buyer shall promptly, upon the Seller or a Seller Designee’s written request, provide instructions to its stock transfer agent to remove the restrictive legend from any successor thereto) under stock certificate representing the Securities Act in connection Seller or the Seller Designee’s portion of the Stock Consideration. The Seller or the Seller Designee, as applicable, shall provide Buyer with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall customary written certificates necessary for Buyer to satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notesforegoing requirement.

Rule 144. (a) Each of The Company agrees with the Issuers covenants to the holders of Registrable Securities Holders that to the extent it shall be required to do so under the Exchange Act, it shall timely file the any and all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder and shall make and keep public information available as those terms are understood and defined in Rule 144(c) under the Securities Act. Upon the written request of any Holder, the Company shall promptly furnish to such Holder a written statement by the Company as to its compliance with the reporting requirements set forth in this Section 8. The Company will, at the request of a Holder, upon receipt from such Holder of a certificate certifying (i) that such Holder has held its Registrable Securities for the applicable holding period under Rule 144 with respect to the Holder’s possession of such Registrable Securities, as in effect on the date of such certificate, (ii) that such Holder has not been an affiliate (as defined in Rule 144) of the Company during any of the 90 preceding days, and (iii) as to other matters as may be required in accordance with Rule 144, remove from the stock certificates representing such Registrable Securities that portion of any restrictive legend which relates to the registration provisions of the Securities Act. The Company acknowledges and agrees that the purpose of the requirements contained in this Section 8 are to enable the Holders to comply with the current public information requirement contained in paragraph (c) of Rule 144 of the Securities Act should the Holders ever wish to dispose of any of the securities of the Company acquired by it without registration under the Securities Act in reliance upon Rule 144 (or any similar exemptive provision). The Company shall take such other measures, and file such other information, documents and reports, as shall hereafter be required by the Commission as a condition to the availability of Rule 144 under the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred or any similar provision hereafter in effect). The Company shall use commercially reasonable efforts to in subparagraph (c)(1) of Rule 144)obtain eligibility to use Form S-3, and shall take such further action as any holder the Holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder Holders to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 under the Securities Act, as such rules may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notes.

Rule 144. (a) Each of As long as any Holder owns Registrable Securities, the Issuers Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, it shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Exchange Act Company after the date hereof pursuant to Section 13(a) or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred and (only if such filings are not available via EDGAR) to in subparagraph (c)(1promptly furnish the H▇▇▇▇▇s with true and complete copies of all such filings. As long as any Holder owns Registrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144)144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and shall analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any holder of Registrable Securities Holder may reasonably request, all to the extent required from time to time to enable such holder Person to sell Registrable Securities without registration under the Securities Act within the limitations limitation of the exemption exemptions provided by Rule 144144 promulgated under the Securities Act, or including providing any similar or successor rule or regulation hereafter adopted by legal opinions of counsel to the CommissionCompany referred to in the Purchase Agreement. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144Holder, the Issuers Company shall deliver to such holder Holder a written statement certification of a duly authorized officer as to whether they have it has complied with such requirements. (b) At any time while any of . This Agreement shall terminate on the Notes are “restricted securities” within date on which the meaning of Registrable Securities have been sold pursuant to a registration statement or may be sold without restriction pursuant to Rule 144, if the Company is no longer subject to the reporting requirements of Section 13 or 15(d144(k) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act in connection with the offer, sale or transfer of Notes. Such information may be provided by a Parent in filings with the Commission which filing shall satisfy the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any NotesAct.

Rule 144. (a) Each From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Issuers covenants Commission that may allow Subscriber to sell securities of VGAC to the public without registration are available to holders of Registrable the Issuer’s shares of common stock and for so long as Subscriber holds the Subscribed Shares, VGAC agrees to: 12.1. make and keep public information available, as those terms are understood and defined in Rule 144; and 12.2. file with the Commission in a timely manner all reports and other documents required of VGAC under the Securities Act and the Exchange Act so long as VGAC is and remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and 12.3. furnish to Subscriber so long as it owns Subscribed Shares, as promptly as practicable upon request, (x) a written statement by VGAC, if true, that to it has complied with the extent it shall be required to do so under reporting requirements of Rule 144, the Securities Act and the Exchange Act, it shall timely file the reports required and (y) such other information as may be reasonably requested to be filed by it under the Exchange Act or the Securities Act (including, without limitation, the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder permit Subscriber to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale such securities pursuant to Rule 144, the Issuers shall deliver to such holder a written statement as to whether they have complied with such requirements. (b) At any time while any of the Notes are “restricted securities” within the meaning of Rule 144144 without registration. VGAC shall, if requested by the Company is no longer subject Subscriber (i) cause the removal of any restrictive legend related to compliance with the federal securities laws set forth on the applicable Subscribed Shares, (ii) cause its legal counsel to deliver an opinion, if necessary, to the reporting requirements of Section 13 or 15(d) of the Exchange Act (as opposed to just having the obligations suspended), the Company or a Parent (as defined in the Indenture) shall prepare and furnish to any Holder, any beneficial owner of the Notes and any prospective purchaser of Notes designated by a Holder or a beneficial owner of the Notes, promptly upon request, the information required pursuant to Rule 144A(d)(4) (or any successor thereto) under the Securities Act transfer agent in connection with the offer, sale or transfer instruction under subclause (i) to the effect that removal of Notes. Such information such legends in such circumstances may be provided effected in compliance under the Securities Act, and (iii) issue the applicable Subscribed Shares without any such legend in certificated or book-entry form or by a Parent electronic delivery through The Depository Trust Company, at Subscriber’s option, within two (2) Business Days of such request, if (A) such Subscribed Shares may be sold by the Subscriber without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions, or (B) the Subscriber has sold or transferred Subscribed Shares pursuant to the Registration Statement or in filings compliance with Rule 144. VGAC’s obligation to remove legends under this paragraph may be conditioned upon the Subscriber providing such representations and documentation (including broker representation letters) as are reasonably necessary and customarily required in connection with the Commission which filing shall satisfy removal of restrictive legends related to compliance with the obligations set forth in this clause (b). The requirements set forth in this clause (b) will not be applicable after the one year anniversary of the issuance of any Notesfederal securities laws.