Common use of Rule 144 Clause in Contracts

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As For so long as any Holder owns Notes, Conversion Shares, Warrants the Company is subject to the reporting requirements of Section 13 or Warrant Shares15 of the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Company after Exchange Act or the date hereof pursuant to Section 13(a) or Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act. As long as any Holder owns Notes) and the rules and regulations adopted by the Commission thereunder, Conversion Shares, Warrants or Warrant Shares, that if the Company is not it ceases to be so required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actsuch reports, it will prepare and furnish to upon the Holders and request of any Holder of Registrable Securities (i) make publicly available in accordance with such information as is necessary to permit sales pursuant to Rule 144(c144 under the Securities Act, (ii) promulgated deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Person Holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesCommission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements.

Rule 144. As long With a view to making available to the Registration Rights Parties the benefits of Rule 144 that may, at such times as any Holder owns NotesRule 144 is available to shareholders of the Company, Conversion Shares, Warrants or Warrant Sharespermit the Registration Rights Parties to sell securities of the Company to the public without registration, the Company covenants to timely file agrees to: (or obtain extensions A) make and keep public information available, as those terms are understood and defined in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As Rule 144, for so long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required necessary to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those permit sales that would otherwise be required permitted by this Agreement pursuant to be included in reports required by Section 13(a) Rule 144, Rule 144A 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 may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated Regulation S under the Securities Act, including compliance as such rules may be amended from time to time or any similar rule or regulation hereafter adopted by the Commission; (B) not later than four Business Days following the Closing Date, file a Current Report on Form 8-K that includes current “Form 10 information” (within the meaning of Rule 144) reflecting the Company’s status as an entity that is no longer an issuer described in paragraph (i)(1)(i) of Rule 144; (C) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of the Purchase Agreement relating Rule 144; and (D) furnish to the transfer each Registration Rights Party so long as such Registration Rights Party owns Registrable Securities, within two Business Days following its receipt of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of request, (I) a duly authorized officer as to whether 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, (II) a copy of the most recent annual or quarterly report of the Company and such requirementsother reports and documents so filed by the Company (it being understood that the availability of such report on the Commission’s XXXXX system shall satisfy this requirement) and (III) such other information as may be reasonably requested in writing to permit the Registration Rights Parties to sell such securities pursuant to Rule 144 without registration.

Rule 144. As With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit the Holders to sell the Registrable Securities to the public without registration, the Company agrees to use commercially reasonable efforts to: (i) to make and keep public information available as those terms are understood in SEC Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act pursuant to SEC Rule 144, (iii) as long as any Holder owns Notesany Registrable Securities, Conversion Shares, Warrants or Warrant Shares, to furnish in writing upon such Holder’s request a written statement by the Company covenants that it has complied with the reporting requirements of SEC Rule 144 and of the Securities Act and the Exchange Act, and to timely file (furnish to such Holder a copy of the most recent annual or obtain extensions in respect thereof quarterly report of the Company, and file within the applicable grace period) all such other reports required to be and documents so filed by the Company after as may be reasonably requested in availing such Holder of any rule or regulation of the date hereof SEC permitting the selling of any such Registrable Securities without registration, (iv) with respect to the sale of any Registrable Securities by a Holder pursuant to Section 13(a) or 15(d) SEC Rule 144 and subject to Holder providing necessary documentation to meet the requirements of the Exchange Act. As long as such rule, to promptly furnish, without any Holder owns Notescharge to such Holder, Conversion Shares, Warrants or Warrant Sharesa written legal opinion of its counsel to facilitate such sale and, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actnecessary, it will prepare and furnish to the Holders and make publicly available instruct its transfer agent in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants writing that it will take such further action as may rely on said written legal opinion of counsel with respect to said sale and (v) undertake any Holder may reasonably request, all additional actions commercially necessary to maintain the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation availability of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements144.

Rule 144. As long as any Holder owns NotesShares, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns NotesShares, 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns NotesPreferred Shares, Conversion Common Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Preferred Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act Act, annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent reasonably required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Common Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notesany Registrable Securities, Conversion Shares, Warrants or Warrant Shares, the Company Borrower Representative covenants to use its commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company Borrower Representative after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Sharesany Registrable Securities, if the Company Borrower Representative is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act 144 annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company Borrower Representative further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant the Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company Borrower Representative shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

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

Rule 144. As long as any Holder owns NotesPreferred Stock, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns NotesPreferred 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants Shares and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or Warrant a registration statement pursuant to the requirements of the Securities Act in respect of the Company Class A Shares, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Company after Securities Act or the date hereof pursuant to Section 13(a) or Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 under the Securities Act. As long , as any Holder owns Notes, Conversion Shares, Warrants or Warrant Sharessuch Rule may be amended (“Rule 144”)) or, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actsuch reports, it will prepare and furnish to will, upon the Holders and request of any Holder, make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required therebyso long as necessary to permit sales by such Holder under Rule 144 or any similar rules or regulations hereafter adopted by the SEC, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that and (ii) it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person Holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144 promulgated under or (B) any similar rule or regulation hereafter adopted by the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesSEC. Upon the request of any HolderHolder of Registrable Securities, the Company shall will deliver to such Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns any Notes, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns any Notes, 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants Shares and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns NotesPreferred Stock, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns NotesPreferred 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably requestrequest in writing, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants Shares and Warrant Shares. Upon the request of any Holder, in writing, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holder with true and complete copies of all such filings. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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 Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder may reasonably request, all to the extent required from time to time to enable such Person the Holder to sell NotesWarrants, Conversion Shares, Warrants Common Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns NotesPreferred Stock, Dividend Shares, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holder with true and complete copies of all such filings. As long as any Holder owns NotesPreferred Stock, Dividend 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 Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell NotesDividend Shares, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants Warrant or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants Warrant or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants any Registrable Securities or Warrant SharesWarrants, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Notes, Conversion Shares, Warrants any Registrable Securities or Warrant SharesWarrants, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares the Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesThe Issuer covenants to the holders of Registrable Notes of a given series that to the extent they shall be required to do so under the Exchange Act, the Company covenants to Issuer 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 Exchange Act or the date hereof pursuant to Securities Act (including the reports under Section 13(a) or 13 and 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required Act referred to file reports pursuant to Section 13(a) or 15(din subparagraph (c)(1) of Rule 144 adopted by the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated Commission under the Securities Act annual Act) and quarterly financial statementsthe rules and regulations adopted by the Commission thereunder, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will shall take such further action as any Holder holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable such Person holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Notes without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesCommission. Upon the request of any Holderholder of Registrable Notes in connection with that holder’s sale pursuant to Rule 144, the Company Issuer shall deliver to such Holder holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements, unless the holder is entitled, pursuant to Rule 144(c)(1), to rely upon a statement as to such compliance, made by the Issuer in the most recent report the Issuer is required to file and has filed in accordance with the Exchange Act. The Issuer shall not be required to comply with this Section 8 if the Exchange Offer has been completed.

Rule 144. As 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 Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(dl5(d) of the Exchange Act. As 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 Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(dl5(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will use commercially reasonable efforts to take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Underlying Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions requesting of its counsel to provide any legal opinions referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementsrequirements of this Section 5.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and (only if such filings are not available via EDGAR) to promptly furnish the Holders with true and complete copiex xx all such filings. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. This Agreement shall terminate on the date on which the Registrable Securities have been sold pursuant to a registration statement or may be sold without restriction pursuant to Rule 144(k) of the Securities Act.

Rule 144. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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 Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder may reasonably request, all to the extent required from time to time to enable such Person the Holder to sell Notes, Conversion Shares, Warrants Warrant Shares, PIK Interest Shares and Warrant AIR Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(dl5(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, if the Company is not required to file reports pursuant to Section 13(a) or 15(dl5(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Underlying Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns any Registrable Securities, Notes, Conversion SharesOption Notes, Warrants or Warrant SharesAdditional Warrants, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns any Registrable Securities, Notes, Conversion SharesOption Notes, Warrants or Warrant SharesAdditional Warrants, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, request all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares the Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver such sale pursuant to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementsRule 144.

Rule 144. As long as any Holder owns NotesPreferred Shares, Conversion Shares, Option Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns NotesPreferred 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 Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Option Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, The Company shall use its best efforts to file the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Company after the date hereof pursuant to Section 13(a) or 15(d) of Securities Act and the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesAct in a timely manner and, if at any time the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actsuch reports, it will prepare and furnish to will, upon the Holders and request of any Holder of Registrable Securities, make publicly available in accordance with other information so long as necessary to permit sales of their securities pursuant to Rule 144(c) promulgated 144 under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the such rule may be amended from time period that such filings would have been required to have been made under the Exchange Acttime. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably requestrequest (including providing any information necessary to comply with Rule 144 under the Securities Act), all to the extent required from time to time to enable such Person Holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with as such rule may be amended from time to time, or any similar rules or regulations hereafter adopted by the provisions Commission. The Company will provide a copy of the Purchase this Agreement relating to prospective purchasers of Registrable Securities identified to the transfer of Company by the Notes, Conversion Shares, Warrants and Warrant SharesHolders upon request. Upon the request of any HolderHolder of Registrable Securities, the Company shall deliver to such Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8.1 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants Shares or Warrant Underlying Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(dl5(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Notes, Conversion Shares, Warrants Shares or Warrant Underlying Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(dl5(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Underlying Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of providing any legal opinions referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants If the Company shall have filed a registration statement pursuant to the requirements of section 12 of the Exchange Act or Warrant Sharesa registration statement pursuant to the requirements of the Securities Act, the Company covenants to 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 Securities Act and the date hereof pursuant Exchange Act (including but not limited to Section 13(a) or the reports under sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 adopted by the Commission under the Securities Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares) and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actsuch reports, it will prepare and furnish to will, upon the Holders and request of any holder of Registrable Securities, make publicly available other information in accordance with order to meet the conditions set forth in subparagraph (c)(2)of Rule 144(c) promulgated 144 under the Securities Act annual Act) and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action actions as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Person holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesCommission. Upon the request of any Holderholder of Registrable Securities, the Company shall will deliver to such Holder holder a written certification of a duly authorized officer statement as to whether it has complied with such requirementsthe requirements of this Article 8.

Rule 144. As long as any Holder owns any Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns any Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, the Conversion Shares, Warrants Shares and the Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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 Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder may reasonably request, all to the extent required from time to time to enable such Person the Holder to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any The Company covenants to and with each Holder owns Notes, Conversion Shares, Warrants or Warrant Sharesof Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company covenants to 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 Exchange Act or the date hereof pursuant to Securities Act (including, but not limited to, the reports under Section 13(a) or 13 and 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required Act referred to file reports pursuant to Section 13(a) or 15(din subparagraph (c)(1) of Rule 144 under the Exchange Securities Act) and the rules and regulations adopted by the Commission thereunder, it will prepare shall make and furnish to the Holders keep public information available (as those terms are understood and make publicly available defined in accordance with Rule 144(c) 144 or any similar or analogous rule promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(aAct) or 15(d) at all times after the effective date of the Exchange Actfirst registration filed by the Company for an offering of its securities to the general public, 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 and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person the Holders to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesCommission. Upon the request of any HolderHolder of Registrable Securities, the Company shall deliver to such Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing it to sell any such Registrable Securities without registration.

Rule 144. As long as 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 Exchange Act or a registration statement with respect to the Class B Common Stock or the Option Shares pursuant to the requirements of the Securities Act (or a registration statement shall have been filed, in either case, with respect to the Class A Common Stock or Class C Common Stock if any Holder owns Notes, Conversion Shares, Warrants or Warrant Sharesshares of the Class B Common Stock have been converted into such other class of Common Stock), the Company covenants to timely will file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all Act to the extent required from time to time to enable such Person the Purchaser to sell Notes, Conversion shares of Class B Common Stock or the Option Shares, Warrants and Warrant 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 limitation of the exemptions provided by (a) Rule 144 promulgated under the Securities Act, including compliance as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. If any shares of Class B Common Stock or Option Shares (or Class A Common Stock or Class C Common Stock if any shares of the Class B Common Stock have been converted into such other class of Common Stock) are to be disposed of in accordance with Rule 144 under the Securities Act or otherwise, the Purchaser shall promptly notify the Company of such intended disposition and deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition in accordance with Rule 144, an executed copy of Form 144 required to be filed with the provisions of the Purchase Agreement relating SEC (if required by Rule 144). Anything to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holdercontrary contained in this Section 3.6 notwithstanding, the Company shall deliver may deregister any of its securities under the Exchange Act if it is then permitted to such Holder a written certification of a duly authorized officer as do so pursuant to whether it has complied with such requirementsthe Exchange Act.

Rule 144. As long as any the Holder owns Notes, Conversion Put Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holder with true and complete copies of all such filings. As long as any the Holder owns Notes, Conversion Put 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 Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Put Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any the Holder, the Company shall deliver to such the Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder Purchaser owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesAct and, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, but the availability of “current public information” (as that term is defined in Rule 144) will enable Purchaser to dispose of Registrable Securities under Rule 144, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of 144 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 Actcurrent public information. The Company further covenants that it will also take such further action as any Holder Purchaser may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with other than providing legal opinions, within five (5) Business Days from the provisions date of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch request. Upon the request of any HolderPurchaser, the Company shall deliver to such Holder the Company a written certification certificate of a duly authorized officer as to whether it has complied with such requirements. Notwithstanding anything in this Agreement, the Company shall not be required to register any of its equity securities under Section 12 of the Exchange Act in order to enable Purchaser to dispose of Registrable Securities under Rule 144.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants At all times after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or Warrant Sharesthe Exchange Act, the Company covenants to timely shall (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 (or obtain extensions in respect thereof and file within the applicable grace period) all reports and other documents required to be filed by it under the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of Securities Act and the Exchange Act, it will prepare and (iii) furnish to any Holder, so long as the Holders 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 and make publicly available in accordance with Rule 144(cthe Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (B) promulgated a copy of the 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 XXXXX 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 annual or pursuant to Form S-3 (at any time after the Company so qualifies to use such form)), and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a(iv) 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 shall take such further action as any 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 Person the Holders to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Registrable Securities Act within the limitation of the exemptions provided by pursuant to Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares144. Upon the request of any Holderrequest, the Company shall deliver to such any Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and (only if such filings are not available via EDGAR) to promptly furnish the Holders with true and complete copixx xx all such filings. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. This Agreement shall terminate on the date on which the Registrable Securities have been sold pursuant to a registration statement or may be sold without restriction pursuant to Rule 144(k) of the Securities Act.

Rule 144. As long The Company covenants, at the Company’s expense, that it will use commercially reasonable efforts to take such actions, as may be reasonably requested by such Holder from time to time, to comply with all applicable requirements under the Securities Act and the Exchange Act and with all applicable rules and regulations of the SEC thereunder as to enable any Holder owns Notesto sell its Registerable Securities pursuant to Rule 144, Conversion Shares, Warrants or Warrant Shares, including to (a) make and keep public information regarding the Company covenants to available, as those terms are defined in Rule 144(c), (b) file with the SEC in a timely file (or obtain extensions in respect thereof manner any reports and file within the applicable grace period) all reports documents required to be filed by the Company after under the date hereof pursuant to Section 13(a) or 15(d) of the Securities Act and Exchange Act. As long as , (c) furnish to any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if forthwith upon request (i) a written statement by the Company is not required as to file reports pursuant to Section 13(a) or 15(d) its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, it will prepare (ii) a copy of the most recent annual or quarterly report of the Company and furnish 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 make publicly available in accordance with Rule 144(c(iv) promulgated 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 annual within the exemptions provided by Rule 144, and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a(d) 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 may reasonably request, all to the extent required from time to time to enable such Person Holders to sell Notes, Conversion Shares, Warrants and Warrant Shares Registerable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, (including compliance reasonably cooperating with the provisions Holders to cause the transfer agent to remove any restrictive legend on certificates evidencing Registerable Securities). This Section 10 shall survive the termination of the Purchase Agreement relating so long as any Holder continues to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shareshold Registerable Securities. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementsSection 11.

Rule 144. As long as any Holder owns any Registrable Securities, Notes, Conversion SharesOption Notes, Warrants or Warrant SharesAdditional Warrants, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns any Registrable Securities, Notes, Conversion SharesOption Notes, Warrants or Warrant SharesAdditional Warrants, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably requestrequest in writing, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares the Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver such sale pursuant to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementsRule 144.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants any Registrable Securities or Warrant Sharessecurities entitling the Holder to acquire Registrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and, at the Holder’s request, to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Notes, Conversion Shares, Warrants Registrable Securities or Warrant Sharessecurities entitling the Holder to acquire 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 Holder, at the Holder’s request, and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notesany Preferred Stock, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notesany Preferred 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants Shares and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, 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(c144(c)(2) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the The Company covenants to that from and after the IPO Effectiveness Date it shall (a) timely file (or obtain extensions in respect thereof any reports and file within the applicable grace period) all reports other documents required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of it under the Exchange Act. As long , (b) at all times make and keep public information available, as any Holder owns Notesthose terms are understood and defined in Rule 144(c) under the Securities Act, Conversion Shares, Warrants or Warrant Shares, (c) if the Company it is not required to file reports pursuant to Section 13(a) or 15(d) of and other documents under the Exchange Act, it will prepare make available other information as required by, and furnish so long as necessary to the Holders and make publicly available in accordance with permit sales of Registrable Securities pursuant to Rule 144(c) promulgated 144A under the Securities Act Act, (d) without cost to any holder of Registrable Securities, furnish to any such holder promptly upon request a copy of the most recent annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange ActCompany, as well as any and such other information required therebyreports, in documents or shareholder communications of 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 Company, and (e) take such further action as any each Designated Holder may reasonably requestrequest (including providing any information necessary to comply with Rule 144 under the Securities Act), all to the extent required from time to time to enable such Person Designated Holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 promulgated under the Securities Act, including compliance with as such rule may be amended from time to time, Regulation S under the provisions of Securities Act or (ii) any similar rules or regulations hereafter adopted by the Purchase Agreement relating to the transfer of the NotesCommission. The Company shall, Conversion Shares, Warrants and Warrant Shares. Upon upon the request of any Designated Holder, the Company shall deliver to such Designated Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act Act, annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent reasonably required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Note Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon Act at the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As With a view to making available to the ASSAC Shareholders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit ASSAC Shareholders to sell the Registrable Securities to the public without registration, as long as any Holder owns Notesthe ASSAC Shareholders own Registrable Securities, Conversion Shares, Warrants or Warrant Shares, the Company ASSAC covenants to timely file (or obtain extensions in respect thereof and file within the any applicable grace period) all reports required to be filed by ASSAC with the Company after the date hereof pursuant to Section 13(a) SEC as a foreign private issuer or 15(d) of the Exchange Actotherwise, as applicable. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant the ASSAC Shareholders own Ordinary Shares, if the Company ASSAC is not required to file reports pursuant to Section 13(a) or 15(d) of under the Exchange Act, it will prepare and furnish to the Holders ASSAC Shareholders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required to be filed by Section 13(a) foreign private issuers or 15(d) of otherwise, as applicable under the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company ASSAC further covenants that it will take such further action as any Holder of the ASSAC Shareholders may reasonably request, all to the extent reasonably required from time to time to enable such Person the ASSAC Shareholders to sell Notes, Conversion Shares, Warrants and Warrant Ordinary Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holderof the ASSAC Shareholders, the Company ASSAC shall deliver to such Holder ASSAC Shareholders a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares the Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Holder owns Notesto sell securities of the Company to the public without registration, Conversion Shares, Warrants or Warrant Sharesduring the applicable Effectiveness Period, the Company covenants will use its reasonable best efforts (a) to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of under the Securities Act and the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if Act (including the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange ActAct 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 furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated such information as is required for the Holders to sell Common Shares under Rule 144, and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any (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 XXXXX, and (iii) such other information required thereby, in the time period that such filings would have been required as may be reasonably requested to have been made under the Exchange Act. The Company further covenants that it will take such further action as avail any Holder of any rule or regulation of the Commission that permits the selling of any such securities without registration, as may reasonably request, be necessary and all to the extent required from time to time to enable such Person the Holders to sell Notes, Conversion Shares, Warrants and Warrant Common Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act144, including compliance with the provisions causing its attorneys to issue and deliver any appropriate legal opinion required to permit a Holder to sell Common Shares under Rule 144 upon receipt of the Purchase Agreement appropriate documentation relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementssale.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a13 (a) or 15(d15 (d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a13 (a) or 15(d15 (d) of if the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c144 (c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Securities Act. The Company further covenants that it will take such further action actin as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has ahas complied with such requirements.

Rule 144. As long as any Holder owns NotesPreferred Shares, Conversion Common Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Preferred Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent reasonably required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Common Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver delivery to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesUntil the earlier of (i) the disposition of all Registrable Securities covered by the Prospectus Supplement and (ii) the first anniversary of the Prospectus Supplement Filing Date, the Company covenants to shall (a) timely (including any extensions allowed under the Securities Act, the Exchange Act and the rules and regulations adopted by the Commission thereunder) file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of under the Securities Act and the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if Act (including the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange ActAct 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 furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated such information as is required for the Holders to sell Common Shares under Rule 144, and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any (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 XXXXX, and (iii) such other information required thereby, in the time period that such filings would have been required as may be reasonably requested to have been made under the Exchange Act. The Company further covenants that it will take such further action as avail any Holder of any rule or regulation of the Commission that permits the selling of any such securities without registration, as may reasonably request, be necessary and all to the extent required from time to time to enable such Person the Holders to sell Notes, Conversion Shares, Warrants and Warrant Common Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act144, including compliance with the provisions causing its attorneys to issue and deliver any appropriate legal opinion required to permit a Holder to sell Common Shares under Rule 144 upon receipt of the Purchase Agreement appropriate documentation relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementssale.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(dl5(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Underlying Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of providing any legal opinions referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns NotesPreferred Stock, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns NotesPreferred 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants Shares and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the The Company covenants to 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 Securities Act and the date hereof pursuant Exchange Act (including but not limited to Section 13(a) or the reports under sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 adopted by the Commission under the Securities Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares) and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) such reports, will, upon the request of the Exchange Actany holder of Registrable Securities, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(cother information) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder holder of Registrable Securities or any broker facilitating such sale may reasonably request, all to the extent (i) required from time to time to enable such Person holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the provisions Commission. Notwithstanding anything in this Agreement to the contrary, without the consent of the Purchase Agreement relating Company (which consent will not be unreasonably withheld in the case of a proposed sale by the Initiating Holders of more than 1 million shares of H Stock), the Initiating Holders shall not have the right to request registration under the Securities Act with respect to any Registrable Securities if the amount of Registrable Securities such holders expect to sell can otherwise be disposed of in accordance with Rule 144. The Company shall also provide such information and otherwise use all reasonable commercial efforts to cooperate with any holder of Registrable Securities in connection with any other sale by such holder pursuant to another exemption under the Securities Act, in each case to the transfer of extent such information or other action by the Notes, Conversion Shares, Warrants and Warrant SharesCompany may be necessary to effect such sale pursuant to the applicable exemption. Upon the request of any Holderholder of Registrable Securities, the Company shall will deliver to such Holder a written certification holder any information to be delivered or filed in connection with the requirements of a duly authorized officer as to whether it has complied with such requirementsthis Section 4.

Rule 144. As long as With a view to making available to the Holders the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a Holder owns Notesto sell securities of the Company to the public without registration, Conversion Shares, Warrants or Warrant Sharesduring the Effectiveness Period, the Company covenants will use its reasonable best efforts (a) to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of under the Securities Act and the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if Act (including the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange ActAct 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 furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated such information as is required for the Holders to sell Common Shares under Rule 144, and (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any (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 XXXXX, and (iii) such other information required thereby, in the time period that such filings would have been required as may be reasonably requested to have been made under the Exchange Act. The Company further covenants that it will take such further action as avail any Holder of any rule or regulation of the Commission that permits the selling of any such securities without registration, as may reasonably request, be necessary and all to the extent required from time to time to enable such Person the Holders to sell Notes, Conversion Shares, Warrants and Warrant Common Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act144, including compliance with the provisions causing its attorneys to issue and deliver any appropriate legal opinion required to permit a Holder to sell Common Shares under Rule 144 upon receipt of the Purchase Agreement appropriate documentation relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementssale.

Rule 144. As long as The Purchaser understands that: (i) the Shares have not been and are not being registered under the Securities Act or any Holder owns Notesstate securities laws, Conversion Sharesand may not be offered for sale, Warrants sold, assigned or Warrant Sharestransferred unless (A) subsequently registered thereunder, (B) the Purchaser shall have delivered to the Company covenants (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required Company, to the effect that such Securities to be filed by sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Purchaser provides the Company after the date hereof with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Section 13(a) Rule 144 or 15(d) of the Exchange Act. As long as any Holder owns Notes, 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(c) 144A promulgated under the Securities Act annual (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and quarterly financial statementsfurther, together with a discussion and analysis if Rule 144 is not applicable, any resale of such financial statements the Shares under circumstances in form and substance substantially similar to those that would otherwise which the seller (or the Person through whom the sale is made) may be required deemed to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, an underwriter (as well as any other information required thereby, that term is defined in the time period that such filings would have been required to have been made under the Exchange Securities Act. The Company further covenants that it will take such further action as any Holder ) may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration require compliance with some other exemption under the Securities Act within or the limitation rules and regulations of the exemptions provided by Rule 144 Commission promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Shares under the Securities Act, including compliance Act or any state securities laws or to comply with the provisions terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Shares may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Shares and such pledge of Shares shall not be deemed to be a transfer, sale or assignment of the Purchase Agreement relating Shares hereunder, and the Purchaser effecting a pledge of Shares shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver pursuant to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementsthis Agreement.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesUnderlying Shares (as such term is defined in the Purchase Agreement), the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant 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 (as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent for the benefit of and enforceable by any Holder), if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Underlying Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of providing any legal opinions referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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 Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder may reasonably request, all to the extent required from time to time to enable such Person the Holder to sell Notes, Conversion Common Shares, Warrants Warrant Shares and Warrant AIR Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants a Warrant or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants a Warrant or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, the Warrants and Warrant Shares and/or Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants The Company hereby covenants that after the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or Warrant Sharesa registration statement pursuant to the requirements of the Securities Act (excluding a registration statement on Form F-4), the Company covenants to will file in a timely file (or obtain extensions in respect thereof and file within the applicable grace period) manner all reports required to be filed by it under the Company after the date hereof pursuant to Section 13(a) or 15(d) of Securities Act and the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesAct and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actsuch reports, it will prepare and furnish to will, upon the Holders and request of any Holder of Registrable Securities, make publicly available in accordance with other information so long as necessary to permit sales under Rule 144(c) promulgated 144 under the Securities Act annual Act), and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Person Holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesSEC. Upon the request of any HolderHolder of Registrable Securities, the Company shall will deliver to such Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements. In addition, the Company hereby agrees that for a period of eighteen months following the date on which a registration statement filed pursuant to Section 3 shall have become effective, the Company shall not deregister such securities under Section 12 of the Exchange Act (even if then permitted to do so pursuant to the Exchange Act and the rules and regulations promulgated thereunder).

Rule 144. As long as any Holder owns Notes, Conversion Purchased Shares, Warrants or Warrant Shares, the Company covenants to use commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Purchased 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 use commercially reasonable efforts to prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will use commercially reasonable efforts to take such further action as any Holder may reasonably requestrequest in writing, all to the extent required from time to time to enable such Person to sell Notes, Conversion Purchased Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Purchased Shares, Warrants and Warrant Shares. Upon the request of any HolderHolder in writing, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesThe Issuers covenant to the holders of Registrable Securities that to the extent they shall be required to do so under the Exchange Act, the Company covenants to Issuers shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by them under the Company after Exchange Act or the date hereof pursuant to Securities Act (including the reports under Section 13(a) or 13 and 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required Act referred to file reports pursuant to Section 13(a) or 15(din subparagraph (c)(1) of Rule 144 adopted by the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated Commission under the Securities Act annual Act) and quarterly financial statementsthe rules and regulations adopted by the Commission thereunder, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will 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 Person holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesCommission. Upon the request of any Holderholder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Company Issuers shall deliver to such Holder holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements. The fact that holders of Registrable Securities may become eligible to sell such Registrable Securities pursuant to Rule 144 shall not (1) cause such Securities to cease to be Registrable Securities or (2) excuse the performance of the Issuers’ and the Guarantors’ obligations under this Agreement, including without limitation the obligations in respect of an Exchange Offer, Shelf Registration and Special Interest.

Rule 144. As long as any Holder owns Notes, Conversion the Note or the Note Shares, Warrants the Warrant or the Warrant Shares or the Side Letter Shares, or other unregistered securities of the Company, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and, if any Holder so requests or if such reports have not been filed by the Company with the Commission pursuant to the Commission's "electronic data gathering and retrieval" (EDGAX) xxrvice, to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Notes, Conversion the Note or the Note Shares, Warrants the Warrant or the Warrant SharesShares or the Side Letter Shares or other unregistered securities of the Company, 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 on a timely basis all information required by Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion the Note Shares, Warrants and Warrant Shares or Side Letter Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions providing any legal opinions of the Purchase Agreement relating counsel to the transfer of Company referred to in the NotesNote, Conversion Shares, Warrants and Warrant Sharesor the Side Letter Agreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit the Holders to sell the Registrable Securities to the public without registration, the Company agrees to use commercially reasonable efforts to: (i) to make and keep public information available as those terms are understood in SEC Rule 144, (ii) to file with the SEC in a timely manner all reports and other documents required to be filed by an issuer of securities registered under the Securities Act or the Exchange Act pursuant to SEC Rule 144, (iii) as long as any Holder owns Notesany Registrable Securities, Conversion Shares, Warrants or Warrant Shares, to furnish in writing upon such Xxxxxx’s request a written statement by the Company covenants that it has complied with the reporting requirements of SEC Rule 144 and of the Securities Act and the Exchange Act, and to timely file (furnish to such Holder a copy of the most recent annual or obtain extensions in respect thereof quarterly report of the Company, and file within the applicable grace period) all such other reports required to be and documents so filed by the Company after as may be reasonably requested in availing such Holder of any rule or regulation of the date hereof SEC permitting the selling of any such Registrable Securities without registration, (iv) with respect to the sale of any Registrable Securities by a Holder pursuant to Section 13(a) or 15(d) SEC Rule 144 and subject to Holder providing necessary documentation to meet the requirements of the Exchange Act. As long as such rule, to promptly furnish, without any Holder owns Notescharge to such Holder, Conversion Shares, Warrants or Warrant Sharesa written legal opinion of its counsel to facilitate such sale and, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actnecessary, it will prepare and furnish to the Holders and make publicly available instruct its transfer agent in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants writing that it will take such further action as may rely on said written legal opinion of counsel with respect to said sale and (v) undertake any Holder may reasonably request, all additional actions commercially necessary to maintain the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation availability of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements144.

Rule 144. As For so long as any Holder owns Notes, Conversion Shares, Warrants the Company is subject to the reporting -------- requirements of Section 13 or Warrant Shares15 of the Exchange Act, the Company covenants to the Holders of Registrable Securities that the Company shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Company after Exchange Act or the date hereof pursuant to Section 13(a) or Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act. As long as any Holder owns Notes) and the rules and regulations adopted by the Commission thereunder, Conversion Shares, Warrants or Warrant Shares, that if the Company is not it ceases to be so required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actsuch reports, it will prepare and furnish to upon the Holders and request of any Holder of Registrable Securities (i) make publicly available in accordance with such information as is necessary to permit sales pursuant to Rule 144(c144 under the Securities Act, (ii) promulgated deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Person Holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesCommission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, For a period of three years following the Company covenants to timely file date hereof (or obtain extensions in respect thereof and such shorter period as may permit the sale of Registrable Securities under Rule 144 under the Securities Act without regard to the require ment of "current public information") , PhoneTel covenants that it will file within the applicable grace period) all reports required to be filed by it under the Company after Securities Act and the date hereof pursuant to Section 13(a) or 15(d) Securities Exchange Act of 1934, as amended, and the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Sharesrules and regulations adopted by the SEC thereunder (or, if the Company PhoneTel is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actsuch reports, it will prepare and furnish to will, upon the Holders and request of any holder of Registrable Securities, make publicly available in accordance with other information so long as necessary to permit sales under Rule 144(c) promulgated 144 under the Securities Act annual Act), and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will 146 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 Person holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesSEC. Upon the request of any Holderholder of Registrable Securities, the Company shall PhoneTel will deliver to such Holder holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements.

Rule 144. As For so long as the Trust is subject to the reporting requirements of Section13 or 15 of the Exchange Act and any Holder owns Notes, Conversion Shares, Warrants CRA Preferred Shares or Warrant SharesRegistrable Securities remain outstanding, the Company covenants to timely Trust will 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 Securities Act and Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns NotesAct and the rules and regulations adopted by the SEC thereunder; provided, Conversion Shareshowever, Warrants or Warrant Shares, that if the Company is not Trust ceases to be so required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actsuch reports, it will prepare and furnish to the Holders and make (a)make publicly available in accordance with such information as is necessary to permit sales of its securities pursuant to Rule 144(c) promulgated 144 under the Securities Act, (b)deliver such information to a prospective purchaser as is necessary to permit sales of its securities pursuant to Rule 144A under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take (c)take such further action as any Holder may reasonably requestthat is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant for the conversion of the CRA Preferred Shares or the sale of the Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated or Rule 144A under the Securities Act, including compliance with as such rule may be amended from time to time, or any similar rules or regulations hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesSEC. Upon the request of any HolderHolder of Registrable Securities, the Company shall Trust will deliver to such Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements.

Rule 144. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holder with true and complete copies of all such filings. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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 Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder may reasonably request, all to the extent required from time to time to enable such Person the Holder to sell NotesWarrants, Conversion Shares, Warrants Preferred Shares and Warrant Common Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holder with true and complete copies of all such filings. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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 Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder may reasonably request, all to the extent required from time to time to enable such Person the Holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any the Holder, the Company shall deliver to such the Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. This Agreement shall terminate on the date on which the Registrable Securities may be sold without restriction pursuant to Rule 144(k) of the Securities Act.

Rule 144. As long Holding agrees that at all times after it has filed a registration statement after the date hereof pursuant to the requirements of the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to any Holder owns Notes, Conversion Shares, Warrants class of equity securities of Holding (other than (i) the registration of equity securities of Holding and/or options or Warrant Shares, the Company covenants to timely file (or obtain extensions interests in respect thereof to be offered primarily to directors and/or members of management or employees of Holding or its direct or indirect subsidiaries, and senior executives of corporations in which entities managed or sponsored by Bruckmann, Xxxxxx, Xxxxxxxx & Co. Inc. or Xxxxxxx, Dubilier & Rice, Inc. have made equity investments and/or other persons with whom Bruckmann, Xxxxxx, Xxxxxxxx & Co. Inc. or Xxxxxxx, Dubilier & Rice, Inc. has consulting or other advisory relationships, or (ii) the registration of equity securities and/or options or other interests in respect thereof solely on Form S-4 or S-8 or any successor form), it will file 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 15(d) of Securities Act and the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesAct and the rules and regulations adopted by the Commission thereunder (or, if the Company Holding is not required to file reports pursuant to Section 13(a) or 15(d) such reports, it will, upon the request of the Exchange ActPurchaser, it will prepare and furnish to the Holders and make publicly available in accordance with such information as necessary to permit sales pursuant to Rule 144(c) promulgated 144 under the Securities Act annual Act), and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder the Purchaser may reasonably request, all to the extent required from time to time to enable such Person the Purchaser to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 promulgated under 144, as such Rule may be amended from time to time, or (ii) any successor rule or regulation hereafter adopted by the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementsCommission.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the The Company covenants to 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 Securities Act and the date hereof pursuant Exchange Act (including but not limited to Section 13(a) or the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 adopted by the SEC under the Securities Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares) and the rules and regulations adopted 13 by the SEC thereunder (or, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) such reports, will, upon the request of the Exchange Actany holder of Registrable Securities, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(cother information) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder holder of Registrable Securities or any broker facilitating such sale may reasonably request, all to the extent required from time to time to enable such Person holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the provisions SEC. Notwithstanding anything in this Agreement to the contrary, without the consent of the Purchase Agreement relating Company, the Initiating Holders shall not have the right to request registration under the Securities Act with respect to any Registrable Securities if the amount of Registrable Securities such holders expect to sell can otherwise be disposed of in accordance with Rule 144. The Company shall also provide such information and otherwise use commercially reasonable efforts to cooperate with any holder of Registrable Securities in connection with any other sale by such holder pursuant to another exemption under the Securities Act, in each case to the transfer of extent such information or other action by the Notes, Conversion Shares, Warrants and Warrant SharesCompany may be necessary to effect such sale pursuant to the applicable exemption. Upon the request of any Holderholder of Registrable Securities, the Company shall will, at its cost, deliver to such Holder a written certification holder any information to be delivered or filed in connection with the requirements of a duly authorized officer as to whether it has complied with such requirementsthis Section 3.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants At all times after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or Warrant Sharesthe Exchange Act, the Company covenants to timely shall (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 (or obtain extensions in respect thereof and file within the applicable grace period) all reports and other documents required to be filed by it under the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of Securities Act and the Exchange Act, it will prepare and (iii) furnish to any Holder, so long as the Holders 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 and make publicly available in accordance with Rule 144(cthe Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F 3 (at any time after it so qualifies), (B) promulgated a copy of the 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 EXXXX 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 annual or pursuant to Form F-3 (at any time after the Company so qualifies to use such form)), and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a(iv) 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 shall take such further action as any 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 Person the Holders to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Registrable Securities Act within the limitation of the exemptions provided by pursuant to Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares144. Upon the request of any Holderrequest, the Company shall deliver to such any Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Common Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As (a) With a view to making available to the Investor the benefits of Rule 144 or any similar rule or regulation of the SEC that may permit the Investor to sell the Shares to the public without registration, for so long as any Holder owns Notes, Conversion Shares, Warrants or Warrant the Investor holds the Shares, the Company covenants to timely shall (i) make and keep public information available, as those terms are understood and defined in Rule 144, (ii) file (or obtain extensions in respect thereof and file within the applicable grace period) submit all reports reports, Interactive Data Files and other materials required to be filed or submitted by Securities Exchange Act of 1934, as amended (the “Exchange Act”) so long as the Company after remains subject to such requirements and the date hereof pursuant to Section 13(afiling or submission of such reports, Interactive Data Files and other documents is required for the applicable provisions of Rule 144, and (iii) or 15(d) of the Exchange Act. As long as any Holder owns Notes, 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 Investor so long as such the Investor owns the Shares acquired hereunder, promptly upon reasonable written 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 make publicly available in accordance the Exchange Act and (y) such other information as may reasonably be requested to enable the Investor to sell the Shares under Rule 144 without registration. (b) In connection with any sale, assignment, transfer or other disposition of the Shares by the Investor pursuant to Rule 144(c) promulgated 144 or pursuant to any other exemption under the Securities Act annual and quarterly financial statementssuch that the Shares held by the Investor become freely tradable, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required if requested 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 may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any HolderInvestor, the Company shall deliver use commercially reasonable efforts to cause the Company’s transfer agent for the Shares to remove any restrictive legends related to the book entry account holding such Holder Shares and to make a written certification new, unlegended entry for such book entry Shares sold or disposed of a duly authorized officer as without restrictive legends within two (2) trading days of any such request therefor from the Investor. In connection therewith, if required by the Company’s transfer agent, at the Company’s expense, the Company shall promptly cause an opinion of counsel to whether it has complied be delivered to and maintained with the Company’s transfer agent, together with any other authorizations, certificates and directions required by the Company’s transfer agent that authorize and direct the Company’s transfer agent to issue such requirementsShares without any such restrictive legend.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, Acquirer shall cause Parent to comply with the Company covenants to timely file (or obtain extensions filing requirements set forth in respect thereof Sections 13 and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act (as referred to in subparagraph (c) of Rule 144 adopted by the SEC under the Securities Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares) and the rules and regulations adopted by the SEC thereunder (or, if the Company Parent is not required to file reports pursuant to Section 13(a) or 15(d) such reports, Acquirer will, upon the reasonable request of Accredited Converting Holders holding at least a majority of the Exchange Actthen-outstanding Closing Share Consideration held by the Accredited Converting Holders, it will prepare and furnish cause Parent to the Holders and make publicly available other material information at a time, and in accordance with Rule 144(ca manner, reasonably determined by Acquirer) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Accredited Converting Holder may reasonably request, all to the extent required from time to time to enable such Person Accredited Converting Holder to sell Notes, Conversion Shares, Warrants and Warrant Parent Ordinary Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating as such Rules may be amended from time to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharestime. Upon the request of any Accredited Converting Holder, the Company provided that such request may not be made more frequently than once every 12 months, Acquirer shall cause Parent to deliver to such Accredited Converting Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements. Notwithstanding anything to the contrary contained in the foregoing, nothing in this Section 5.14 shall be deemed to require Parent to register any of its securities pursuant to the Exchange Act.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants Preferred Stock or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants Preferred Stock or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. 11 69 As long as any Holder owns NotesPreferred Stock, Dividend Shares, Conversion Shares, Option Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holder with true and complete copies of all such filings. As long as any Holder owns NotesPreferred 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 Holders Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell NotesDividend Shares, Conversion Shares, Warrants Option Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, The Company agrees with the Company covenants to Holders that it shall timely file (or obtain extensions in respect thereof any and file within the applicable grace period) 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 after 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 hereof pursuant to Section 13(aof such certificate, (ii) or 15(dthat such Holder has not been an affiliate (as defined in Rule 144) of the Exchange Act. As long as Company during any Holder owns Notes, 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 Act90 preceding days, it will prepare and furnish (iii) as to the Holders and make publicly available other matters as may be required in accordance with Rule 144(c144, 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) promulgated 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 annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially reliance upon Rule 144 (or any 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 Actexemptive provision). The Company further covenants that it will 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 (or any similar provision hereafter in effect). The Company shall use commercially reasonable efforts to obtain eligibility to use Form S-3, and shall take such further action as any Holder the Holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Person Holders to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with as such rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementsCommission.

Rule 144. As Provided the Company is subject to the reporting -------- requirements of the Exchange Act, as long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant Notes 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 Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Note Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any the Holder, the Company shall deliver to such the Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act Act, annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent reasonably required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notesthe Note, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notesthe Note, 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns NotesCommon Stock, Conversion SharesWarrants, Warrants or Warrant Sharesother Registrable Securities, the Company covenants to shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish such Holders with true and complete copies of all such filings, and the Company shall take such further action and file such other documents and information to permit the Holders to sell such securities pursuant to Rule 144 without registration. As long as any Holder owns NotesCommon Stock, Conversion SharesWarrants, Warrants Four Corners Options or Warrant Sharesother 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares the Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharesproviding any legal opinions required in connection therewith. Upon the written request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns NotesThe Company covenants to the holders of Registrable Securities and Goldxxx, Conversion SharesXxchx & Xo., Warrants or Warrant Sharesthat to the extent it shall be required to do so under the Exchange Act, the Company covenants to 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 Exchange Act or the date hereof pursuant to Section 13(a) or Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required Act referred to file reports pursuant to Section 13(a) or 15(din subparagraph (c)(1) of Rule 144 adopted by the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated Commission under the Securities Act annual Act) and quarterly financial statementsthe rules and regulations adopted by the Commission thereunder, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will shall take such further action as any Holder holder of Registrable Securities or Goldxxx, Xxchs & Co., may reasonably request, all to the extent required from time to time to enable such Person holder to sell NotesRegistrable Securities or Goldxxx, Conversion SharesXxchx & Xo., Warrants and Warrant Shares to sell Securities or Exchange Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesCommission. Upon the written request of any Holderholder of Registrable Securities or Goldxxx, Xxchs & Co. in connection with that holder's or Goldxxx, Xxchx & Xo.'s sale pursuant to Rule 144, the Company shall deliver to such Holder holder or Goldxxx, Xxchs & Co. a written certification of a duly authorized officer statement as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Common Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and, if such reports have not been filed by the Company with the Commission pursuant to the Commission's "electronic data gathering and retrieval" (EDGAX) xxrvice, to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Notes, Conversion 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Common Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants Common Shares and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns NotesShares, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. Any document filed with the Commission via XXXXX shall be deemed to have been furnished to the Holders. As long as any Holder owns NotesShares, 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement providing any legal opinions relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Sharessuch sale pursuant to Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the (a) The Company covenants to timely that it will file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company after is not required to file such reports, it will, upon the date hereof pursuant to Section 13(a) or 15(d) request of the Exchange Act. As long any Demand Party, make publicly available such information), and it will take such further commercially reasonable actions as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares(or, if the Company is not required to file reports pursuant to Section 13(aas provided above, any Demand Party) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all request to the extent required from time to time to enable such Person permit Holders to sell Notes, Conversion Shares, Warrants and Warrant Shares shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 promulgated under the Securities Act, including compliance as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. The Company shall, in connection with any request by Holder in connection with a sale, transfer or other disposition by any Holder of any Registrable Securities pursuant to Rule 144, promptly use commercially reasonable efforts to facilitate the provisions removal of any restrictive legend or similar restriction on the Registrable Securities that may legally be removed, and, in the case of book-entry shares, use commercially reasonable efforts to request removal of any restrictive legend that may legally be removed by the transfer agent of the Purchase Agreement relating Common Shares for such number of Common Shares and registered in such names as the Holders may reasonably request and to provide a customary opinion of counsel (which may be internal counsel) and instruction letter reasonably required by such transfer agent for the removal of such legend to such transfer of the Notes, Conversion Shares, Warrants and Warrant Sharesagent. Upon the request of any HolderNotwithstanding anything contained in this Section 7, the Company shall deliver may deregister under Section 12 of the Exchange Act if it then is permitted to such Holder a written certification of a duly authorized officer as do so pursuant to whether it has complied with such requirements.the Exchange Act and the rules and regulations thereunder. 0000000000v14

Rule 144. As For so long as any Holder owns Notes, Conversion Shares, Warrants the Company is subject to the reporting requirements of Section 13 or Warrant Shares15 of the Exchange Act, the Issuers covenant to the Holders of Registrable Securities that the Company covenants to 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 Exchange Act or the date hereof pursuant to Section 13(a) or Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act. As long as any Holder owns Notes) and the rules and regulations adopted by the Commission thereunder, Conversion Shares, Warrants or Warrant Shares, that if the Company is not it ceases to be so required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actsuch reports, it will prepare and furnish to upon the Holders and request of any Holder of Registrable Securities (i) make publicly available in accordance with such information as is necessary to permit sales pursuant to Rule 144(c144 under the Securities Act, (ii) promulgated deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144 under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, and shall take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Person Holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesCommission. Upon the request of any Holder of Registrable Securities in connection with that Holder's sale pursuant to Rule 144, the Company shall deliver to such Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements.

Rule 144. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any the Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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 Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any the Holder may reasonably request, all to the extent required from time to time to enable such Person the Holder to sell Notes, Conversion Shares, Warrants Warrant Shares, Bridge Warrant Shares and Warrant AIR Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns NotesPreferred Shares, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and, if any Holder so requests or if such reports have not been filed by the Company with the Commission pursuant to the Commission's "electronic data gathering and retrieval" (EDGAX) xxrvice, to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns NotesPreferred 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Shares and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesThe Issuers covenant to the holders of Registrable Securities that to the extent they shall be required to do so under the Exchange Act, the Company covenants to Issuers shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by them under the Company after Exchange Act or the date hereof pursuant to Securities Act (including the reports under Section 13(a) or 13 and 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required Act referred to file reports pursuant to Section 13(a) or 15(din subparagraph (c)(1) of Rule 144 adopted by the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated Commission under the Securities Act annual Act) and quarterly financial statementsthe rules and regulations adopted by the Commission thereunder, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will 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 Person holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesCommission. Upon the request of any Holderholder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Company Issuers shall deliver to such Holder holder a written certification of a duly authorized officer statement as to whether it has they have complied with such requirements. The Issuers will be deemed to have satisfied the foregoing requirements if any Parent (as defined in the Indenture) of the Company files such reports and takes such action of the types otherwise so required, in each case within the applicable time periods.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and (only if such filings are not available via EDGAR) to promptly furnish the Holxxxx with true and complete copies of all such filings. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. This Agreement shall terminate on the date on which the Registrable Securities have been sold pursuant to a registration statement or may be sold without restriction pursuant to Rule 144(k) of the Securities Act.

Rule 144. As long as any Holder owns NotesCommon Stock, Conversion Warrants, Warrant Shares, Outstanding Warrants or Warrant Outstanding Shares, the Company covenants to shall timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by, if requested in writing by any Holders, the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish such Holders with true and complete copies of all such filings. As long as any Holder owns NotesCommon Stock, Conversion Warrants, Warrant Shares, Outstanding Warrants or Warrant Outstanding 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants Common Stock and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of providing any legal opinions referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the written request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, AremisSoft covenants that it will file in a timely manner the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by it under the Company after the date hereof pursuant to Section 13(a) or 15(d) of Securities Act and the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesAct and the rules and regulations promulgated thereunder (or, if the Company AremisSoft is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Actsuch reports, it will prepare and furnish to will, upon the Holders and request of any Holder of Registrable Shares, make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual such information), and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder of Registrable Shares may reasonably request, all to the extent required from time to time to enable such Person Holder to sell Notes, Conversion Shares, Warrants and Warrant Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesSEC. Upon the request of any HolderHolder of Registrable Shares, the Company shall AremisSoft will deliver to such Holder a written certification of a duly authorized officer statement as to whether it has complied with such requirements. Notwithstanding anything else to the contrary, the registration rights granted to the Holder under this Agreement shall not be available for any sale of Registrable Securities which could be sold in compliance with SEC Rule 144 and all registration rights granted to the Holder under this Agreement shall terminate once the Registrable Securities can be sold pursuant to SEC Rule 144(k) ( a period of two years from the issuance of the Registrable Securities so long as the Holder is not an Affiliate of the Company.)

Rule 144. As long as any Holder owns Notes, Notes or Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings. As long as any Holder owns Notes, Notes or 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Rule 1 44A and Regulation S. etc. The Company covenants to timely that, following the consummation of an IPO, it will 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 15(d) of Securities Act and the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesAct and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports pursuant to Section 13(a) or 15(d) following the consummation of the Exchange Actsuch IPO, it will prepare and furnish to will, upon the Holders and reasonable request of any holder of Registrable Securities, make publicly available in accordance with such necessary information for so long as necessary to permit sales pursuant to Rule 144(c) promulgated 144, Rule 144A or Regulation S under the Securities Act annual Act) and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as take 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 holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Person holders of Registrable Securities to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 promulgated 144, Rule 144A or Regulation S under the Securities Act, including compliance with as such Rules may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating SEC. The Company agrees that, prior to the transfer consummation of an IPO, any holder of Registrable Securities may, to the Notesextent necessary to permit sales of Registrable Securities to an actual or prospective purchaser pursuant to Rule 144, Conversion SharesRule 1 44A or Regulation S under the Securities Act, Warrants and Warrant Shares. Upon provide copies of Company financial statements in its possession to such actual or prospective purchaser (but only if such purchaser is not a Competitor or Affiliate thereof), subject to the request agreement of such purchaser to comply, as if it were a holder of Registrable Securities, with any Holder, confidentiality obligations of such holder of Registrable Securities to the Company shall deliver or any Affiliate thereof with respect to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementsfinancial statements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesTransaction Shares (as such term is defined in the Purchase Agreement), the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns NotesTransaction 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 (as determined by counsel to the Company pursuant to a written opinion letter to such effect, Conversion Shares, Warrants or Warrant Sharesaddressed and acceptable to the Company's transfer agent for the benefit of and enforceable by any holder thereof), if the Company is not required to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Transaction Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of providing any legal opinions referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns NotesThe Issuers covenant to the holders of Registrable Securities and Xxxxxxx, Conversion SharesXxxxx & Co., Warrants or Warrant Sharesthat to the extent it shall be required to do so under the Exchange Act, the Company covenants to Issuers 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 Exchange Act or the date hereof pursuant to Section 13(a) or Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, if the Company is not required Act referred to file reports pursuant to Section 13(a) or 15(din subparagraph (c)(1) of Rule 144 adopted by the Exchange Act, it will prepare and furnish to the Holders and make publicly available in accordance with Rule 144(c) promulgated Commission under the Securities Act annual Act) and quarterly financial statementsthe rules and regulations adopted by the Commission thereunder, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will shall take such further action as any Holder holder of Registrable Securities or Xxxxxxx, Xxxxx & Co., may reasonably request, all to the extent required from time to time to enable such Person holder to sell NotesRegistrable Securities or Xxxxxxx, Conversion SharesXxxxx & Co., Warrants and Warrant Shares to sell Securities or Exchange Securities without registration under the Securities Act within the limitation limitations of the exemptions exemption provided by Rule 144 promulgated under the Securities Act, including compliance with as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesCommission. Upon the request of any Holderholder of Registrable Securities or Xxxxxxx, Xxxxx & Co. in connection with that holder's or Xxxxxxx, Xxxxx & Co.'s sale pursuant to Rule 144, the Company Issuers shall deliver to such Holder holder or Xxxxxxx, Xxxxx & Co. a written certification of a duly authorized officer statement as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant SharesRegistrable 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 each such Holder and make publicly available in accordance with Rule 144(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any a Holder may reasonably request, all to the extent required from time to time to enable such Person Holder to sell Notes, Conversion Shares, Warrants and Warrant Shares Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with providing any legal opinions of counsel to the provisions of Company referred to in the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant SharesAgreement. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably requestrequest in writing, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the any provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants and Warrant Shares. Upon the request of any Holder, in writing, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

Rule 144. As long as any Holder owns Notes, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. As long as any Holder owns Notes, 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(c) promulgated under the Securities Act annual and quarterly financial statements, together with a discussion and analysis of such financial statements in form and substance substantially similar to those that would otherwise be required to be included in reports required by Section 13(a) or 15(d) of the Exchange Act, as well as any other information required thereby, in the time period that such filings would have been required to have been made under the Exchange Act. The Company further covenants that it will take such further action as any Holder may reasonably requestrequest in writing, all to the extent required from time to time to enable such Person to sell Notes, Conversion Shares, Warrants and Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including compliance with the provisions of the Purchase Agreement relating to the transfer of the Notes, Conversion Shares, Warrants Shares and Warrant Shares. Upon the request of any Holder, in writing, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.