Common use of Rule 144 and Rule 144A Clause in Contracts

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, will, upon the request of any Holder of Registrable Securities, make publicly available other information) and will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Actand any Registrable Bonds remain outstanding, the Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder (orSEC thereunder; provided, however, that if the Company is not ceases to be so required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesBonds, (a) make publicly available other informationsuch information as is necessary to permit sales of its securities pursuant to Rule 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, and will (c) take such further action as any Holder of Registrable Securities may reasonably requestthat is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Bonds without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144 under the Securities Act, as such rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (biii) any similar rule rules or regulation regulations hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable SecuritiesBonds, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days requirements. No Inconsistent Agreements. The Company has not entered into, nor will the Company on or after the effective date of this Agreement enter into, any agreement which is inconsistent with the first registration statement filed by the Company). After any sale of Registrable Securities pursuant rights granted to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell Bonds in this Agreement or otherwise conflicts with the same, if they so desire, pursuant to Rule 144A promulgated by provisions hereof without the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations written consent of Holders of a majority in aggregate principal amount of the Commission applicable outstanding Registrable Bonds. The rights granted to the Holders hereunder do not in connection any way conflict with use of Rule 144A. Prospective transferees of Registrable Securities that and are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from not inconsistent with the Company information regarding rights granted to the business, operations and assets holders of the Company. Within five (5) business days after receipt by the Company of 's other issued and outstanding securities under any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.agreements.

Rule 144 and Rule 144A. If the The Company shall have filed a registration statement pursuant covenants that (i) so long as it remains subject to the requirements of Section 12 reporting provisions of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company it will timely file the reports required to be filed by it under the Securities Act and or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the rules and regulations adopted by Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 under the Commission thereunder Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other informationinformation so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (aA) Rule 144 under the Securities Act144, as such (B) Rule may be amended from time to time, 144A or (bC) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements (at requirements. To the extent any time after ninety (90) days after the effective date of the first registration statement filed by the Company). After any sale of Holder desires to sell Registrable Securities pursuant to this Section 4Rule 144, the Company will, agrees to provide customary instructions to the extent allowed by law, cause transfer agent to remove any restrictive legends from such Shares and to provide or cause any customary opinions of counsel to be removed and any transfer restrictions relating delivered to the absence of registration under the Securities Act to be rescinded transfer agent in connection with respect to any such Registrable Securitiessale. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”)addition, the Company will comply with all rules and regulations of agrees to remove any restrictive legend from the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may the reasonable request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited Holder as soon as reasonably permitted by applicable law and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.customary practice (including customary transfer agent practices).

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the Securities 1934 Act, the Company covenants that it will file the reports required to be filed by it under the Securities 1933 Act and Section 13(a) or 15(d) of the Exchange 1934 Act and the rules and regulations adopted by the Commission thereunder (or, if SEC thereunder. If the Company is not ceases to be so required to file such reports, will, the Company covenants that it will upon the request of any Holder of Registrable Securities, Shares (a) make publicly available other informationsuch information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act and it will take such further action as any Holder of Registrable Securities Shares may reasonably request, all and (c) take such further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder to sell its Registrable Securities Shares without registration under the Securities 1933 Act within the limitation of the exemptions provided by (ai) Rule 144 under the Securities 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such rule may be amended from time to time, or (biii) any similar rule rules or regulation regulations hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable SecuritiesShares, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) 90 days after the effective date of the first registration statement Registration Statement filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for an offering of its Common Stock to the general public) and of the 1933 Act and the 1934 Act (at any time after it has become subject to comply the reporting requirements of the 1934 Act), a copy of the most recent annual and quarterly report(s) of the Company, and such other reports, documents or stockholder communications of the Company, and take such further actions consistent with Rule 144A.this Section 9.1, as a Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such Registrable Shares without registration.

Rule 144 and Rule 144A. If With a view to making available to each holder of Registrable Stock the Company shall have filed a registration statement pursuant benefits of certain rules and regulations of the Commission which may permit the sale of the Registrable Stock to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Actpublic without registration, the Company will agrees that so long as a holder owns any Registrable Stock: (a) the Company shall, at any time after any of the Company's shares of capital stock are registered under the Securities Act or the Exchange Act: (i) make and keep available public information, as those terms are contemplated by Rule 144 under the Securities Act (or any successor or similar rule then in force); (ii) timely file with the Commission all reports and other documents required to be filed by it under the Securities Act and the Exchange Act; and (iii) furnish to each holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of the Securities Act and the rules Exchange Act, a copy of the most recent annual or quarterly report of the Company, and regulations adopted by such other information as such holder may reasonably request in order to avail itself of any rule or regulation of the Commission thereunder (or, if the Company is not required to file allowing such reports, will, upon the request of any Holder of Registrable Securities, make publicly available other information) and will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell any Registrable Securities Stock without registration under (it being understood and agreed that (A) the Securities Act within the limitation of the exemptions provided by Company's covenants and agreements contained in this clause (a) Rule 144 under shall not be operative until such time as the Securities ActCompany shall have filed with the Commission its Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999, and its Quarterly Reports on Form 10-QSB for the fiscal quarters ended September 30, 1999, December 31, 1999 and March 31, 2000, and (B) the Company agrees to make such filings as such Rule may be amended from time to time, or soon as practicable); and (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder each holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company). After any sale Stock and each prospective holder of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Stock who may consider acquiring Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities Stock in reliance upon Rule 144A may under the Securities Act (or any successor or similar rule then in force) ("Rule 144A") shall have the right to request from the Company, and the Company will provide upon such request, such information regarding the Company and its business, operations assets and assets of properties, if any, as is at the Company. Within five (5) business days after receipt time required to be made available by the Company of any under Rule 144A so as to enable such request, the Company shall deliver holder to any transfer Registrable Stock to such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with holder in reliance upon Rule 144A.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities ActAct in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will use reasonable best efforts to timely file the reports required to be filed by it under the Securities Act and or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the rules and regulations adopted by Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Commission thereunder Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesMajority Holder, make publicly available other informationinformation so long as necessary to permit sales by such Majority Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) and it will take such further action as any Majority 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 limitation of the exemptions provided by (aA) Rule 144 under the Securities Act144, as such (B) Rule may be amended from time to time, 144A or (bC) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Majority Holder of Registrable Securities, the Company will deliver to such Majority Holder a written statement as to whether by the Company that it has complied with such the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after ninety 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 (90) days at any time after the effective date it so qualifies), a copy of the first registration statement most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required reasonably requested in availing any Majority Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to be supplied by the Company for it to comply with Rule 144A.such form.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities ActAct in respect of the Common Equity or Common Equity Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act and or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the rules and regulations adopted by Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Commission thereunder Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other informationinformation so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (aA) Rule 144 under the Securities Act144, as such (B) Rule may be amended from time to time, 144A or (bC) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether by the Company that it has complied with such the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after ninety 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 (90) days at any time after the effective date it so qualifies), a copy of the first registration statement most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to be supplied by the Company for it to comply with Rule 144A.such form.

Rule 144 and Rule 144A. If the The Company shall have filed a registration statement pursuant covenants that (i) so long as it remains subject to the requirements of Section 12 reporting provisions of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company it will use commercially reasonable efforts to timely file the reports required to be filed by it under the Securities Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act and referred to in subparagraph (c)(1)(i) of Rule 144 under the rules and regulations adopted by the Commission thereunder Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other informationinformation so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (aA) Rule 144 under the Securities Act144, as such (B) Rule may be amended from time to time, 144A or (bC) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the reasonable request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements (at requirements. To the extent any time after ninety (90) days after the effective date of the first registration statement filed by the Company). After any sale of Holder desires to sell Registrable Securities pursuant to this Section 4Rule 144, the Company will, agrees to provide customary instructions to the extent allowed by law, cause transfer agent to remove any restrictive legends from such Shares and to provide or cause any customary opinions of counsel to be removed and any transfer restrictions relating delivered to the absence of registration under the Securities Act to be rescinded transfer agent in connection with respect to any such Registrable Securitiessale. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”)addition, the Company will comply with all rules and regulations of agrees to remove any restrictive legend from the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may the reasonable request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited Holder as soon as reasonably permitted by applicable law and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.customary practice (including customary transfer agent practices).

Rule 144 and Rule 144A. If the Company shall have filed a ---------------------- registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, will, upon the request of any Holder holder of Registrable Securities, make publicly available other information) and will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company)requirements. After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. 144A (or any successor thereto). Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.

Rule 144 and Rule 144A. If the The Company shall have filed a registration statement pursuant covenants that (i) so long as it remains subject to the requirements of Section 12 reporting provisions of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company it will timely file the reports required to be filed by it under the Securities Act and or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the rules and regulations adopted by Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Commission thereunder Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other informationinformation so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (aA) Rule 144 under the Securities Act144, as such (B) Rule may be amended from time to time, 144A or (bC) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether by the Company that it has complied with such the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after ninety 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 (90) days at any time after the effective date it so qualifies), a copy of the first registration statement most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to be supplied by the Company for it to comply with Rule 144A.such form.

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the and any Registrable Securities Actremain outstanding, the Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder (orthereunder; provided, however, that if the Company is not ceases to be so required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, (a) make publicly available other informationsuch information as is necessary to permit sales of its securities pursuant to Rule 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, and will (c) take such further action as any Holder of Registrable Securities may reasonably requestthat is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144 under the Securities Act, as such rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (biii) any similar rule rules or regulation regulations hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after the effective date requirements. The fact that holders of the first registration statement filed by the Company). After any sale of Registrable Securities may become eligible to sell such Registrable Securities pursuant to this Section 4, the Company will, Rule 144 shall not (1) cause such Securities to the extent allowed by law, cause any restrictive legends cease to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission or (or any successor to such rule2) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of excuse the Company. Within five (5) business days after receipt by ’s’ obligations set forth in Section 2 of this Registration Rights Agreement, including without limitation the Company obligations in respect of any such request, the Company shall deliver to any such prospective transferee copies of annual audited an Exchange Offer and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.Shelf Registration.

Rule 144 and Rule 144A. If For so long as Dominion Resources or the Company shall have filed a registration statement pursuant ---------------------- Trust is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant and any Registrable Securities remain outstanding, Dominion Resources and the Trust, as the case may be, will use their reasonable best efforts to the requirements of the Securities Act, the Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder (orthereunder, that if the Company is not it ceases to be so required to file such reports, it will, upon the request of any Holder of Registrable Securities, Securities (a) make publicly available other informationsuch information as is necessary to permit sales of their securities pursuant to Rule 144 under the Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales of their securities pursuant to Rule 144A under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, all and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144 under the Securities Act, as such rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (biii) any similar rule rules or regulation regulations hereafter adopted by the Commission. Upon the request of any Holder of Registrable Securities, Dominion Resources and the Company Trust will deliver to such Holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.requirements.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities ActAct in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act and or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the rules and regulations adopted by Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Commission thereunder Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other informationinformation so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (aA) Rule 144 under the Securities Act144, as such (B) Rule may be amended from time to time, 144A or (bC) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether by the Company that it has complied with such the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after ninety 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 or Form F-3, as applicable (90) days at any time after the effective date it so qualifies), a copy of the first registration statement most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to be supplied by the Company for it to comply with Rule 144A.such form.

Rule 144 and Rule 144A. If the The Company shall have filed a registration statement pursuant covenants that (i) so long as it remains subject to the requirements of Section 12 reporting provisions of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company it will timely file the reports required to be filed by it under the Securities Act and or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the rules and regulations adopted by Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 under the Commission thereunder Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other informationinformation so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (aA) Rule 144 under the Securities Act144, as such (B) Rule may be amended from time to time, 144A or (bC) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder H▇▇▇▇▇ a written statement as to whether it has complied with such requirements (at requirements. To the extent any time after ninety (90) days after the effective date of the first registration statement filed by the Company). After any sale of Holder desires to sell Registrable Securities pursuant to this Section 4Rule 144, the Company will, agrees to provide customary instructions to the extent allowed by law, cause transfer agent to remove any restrictive legends from such Shares and to provide or cause any customary opinions of counsel to be removed and any transfer restrictions relating delivered to the absence of registration under the Securities Act to be rescinded transfer agent in connection with respect to any such Registrable Securitiessale. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”)addition, the Company will comply with all rules and regulations of agrees to remove any restrictive legend from the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may the reasonable request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited Holder as soon as reasonably permitted by applicable law and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.customary practice (including customary transfer agent practices).

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 (a) Until such time as all of the Exchange Registrable Securities are freely tradeable by non-affiliates under the Securities Act without the need for current public information, each of the Issuer and the Guarantors covenants that (a) during any period that it is required to file reports under the Securities Act or a registration statement pursuant to the requirements of the Securities Exchange Act, the Company will it shall file the all reports required to be filed by it in a timely manner in order comply with the current public information requirements of Rule 144 under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company b) during any period that it is not required to file such reports, willit shall, upon the request of any Holder, make available to each Holder or beneficial owner of Registrable Securities, make publicly available other informationSecurities and to any prospective purchaser of Registrable Securities designated by such Holder or beneficial owner the information required by Rule 144A(d)(4) under the Securities Act. Each of the Issuer and will the Guarantors 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 limitation of pursuant to the exemptions provided by (a) Rule 144 and Rule 144A, subject to the expiration of the holding period required for sales under Rule 144(k) under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the written request of any Holder of Registrable SecuritiesHolder, the Company will Issuer and the Guarantors shall deliver to such Holder a written statement as to whether it has the Issuer and the Guarantors have complied with such requirements (at information requirements. Nothing in this Section 8 shall be deemed to require the Issuer or any time after ninety (90) days after the effective date of the first registration statement filed by the Company). After Guarantor to register any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Exchange Act. (b) The fact that Holders of Registrable Securities may become eligible to sell the same, if they so desire, such Registrable Securities pursuant to Rule 144A promulgated by the Commission 144 shall not (or any successor 1) cause such Notes to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of cease to be Registrable Securities that are Qualified Institutional Buyers or (as defined 2) excuse the Issuer’s and the Guarantors’ obligations set forth in Rule 144A) which would be purchasing such Registrable Securities Section 2 of this Agreement, including without limitation the obligations in reliance upon Rule 144A may request from the Company information regarding the businessrespect of an Exchange Offer, operations Shelf Registration and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.Liquidated Damages.

Rule 144 and Rule 144A. If With a view to making available certain ---------------------- exemptions from the registration provisions of the Securities Act for the sale of the Registrable Securities, the Company shall have filed a registration statement pursuant to covenants that: 10.4.1 At all times that the requirements of Common Stock is registered under Section 12 12(b) or 12(g) of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company will exercise its best efforts to file timely the reports required to be filed by it the Company under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not registered under Section 12(b) or 12(g) of the Exchange Act and is not otherwise required to file such reportsreports under Sections 13 or 15(d) thereunder, it will, upon the request of any Holder holder of Registrable Securities, make publicly available such other information) information required under Rule 144 for so long as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will take such further action as any Holder of Registrable Securities may reasonably request, all request to the extent required from time to time to enable such Holder to sell the Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after requirements. 10.4.2 So long as the effective date of the first registration statement filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”)constitute restricted securities, the Company will comply with all rules and regulations furnish each Holder a copy of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements reports of the Company and such other information public reports as any Holder may be required to be supplied by reasonably request. 10.4.3 At all times the Company for it is not subject to comply with Section 13 or 15(d) of the Exchange Act, the Company will use its best efforts to provide Holders, upon their request, the information regarding the Company required by section (d)(4)(i) and (ii) of Rule 144A so as to enable the Holders to sell Registrable Securities under Rule 144A.

Rule 144 and Rule 144A. If (a) Each of Funding and the Company shall have filed a registration statement pursuant Partnership covenants that (A) for so long as Funding is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company it will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(e) of the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder and (or, B) that if the Company is not it ceases to be so required to file such reports, will, it will upon the request of any Holder of Registrable Securities, (i) make publicly available other informationsuch information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably request, all and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Series A Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (c) any similar rule rules or regulation regulations hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable SecuritiesHolder, Funding and the Company Partnership will deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8(a) shall be deemed to require Funding or the Partnership to register any Securities under the Exchange Act. (b) Each of TCHI and the Partnership covenants that (A) if and whenever TCHI is subject to the reporting requirements (at any time after ninety (90) days after the effective date of Section 13 or 15 of the first registration statement Exchange Act, that it will file the reports required to be filed by it under the Company). After Securities Act and Section 13(a) or 15(e) of the Exchange Act and the rules and regulations adopted by the SEC thereunder and (B) that whenever it is not required to file such reports, it will upon the request of any sale of Registrable Securities Holder (i) make publicly available such information as is necessary to permit sales pursuant to this Section 4Rule 144 under the Securities Act, (ii) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Company willSecurities Act and it will take such further action as any Holder may reasonably request, and (iii) take such further action that is reasonable in the circumstances, in each case, to the extent allowed by law, cause any restrictive legends required from time to be removed and any transfer restrictions relating time to the absence of enable such Holder to sell its Registrable Series A Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, (b) Rule 144A under the Securities Act, as such Rule may be rescinded with respect amended from time to time, or (c) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder, TCHI and the Partnership will deliver to such Registrable SecuritiesHolder a written statement as to whether it has complied with such requirements. In order Notwithstanding the foregoing, nothing in this Section 8(b) shall be deemed to permit require TCHI or the Holders of Registrable Partnership to register any Securities to sell under the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.Exchange Act.

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Actand any Registrable Units remain outstanding, the Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder (orSEC thereunder; provided, however, that if the Company is not ceases to be so required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesUnits, (a) make publicly available other informationsuch information as is necessary to permit sales of its securities pursuant to Rule 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, and will (c) take such further action as any Holder of Registrable Securities may reasonably requestthat is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities Units without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144 under the Securities Act, as such rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (biii) any similar rule rules or regulation regulations hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable SecuritiesUnits, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days requirements. No Inconsistent Agreements. The Company has not entered into, nor will the Company on or after the effective date of this Agreement enter into, any agreement which is inconsistent with the first registration statement filed by the Company). After any sale of Registrable Securities pursuant rights granted to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell Units in this Agreement or otherwise conflicts with the same, if they so desire, pursuant to Rule 144A promulgated by provisions hereof without the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations written consent of Holders of a majority of the Commission applicable number of outstanding Registrable Units. The rights granted to the Holders hereunder do not in connection any way conflict with use of Rule 144A. Prospective transferees of Registrable Securities that and are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from not inconsistent with the Company information regarding rights granted to the business, operations and assets holders of the Company. Within five (5) business days after receipt by the Company of 's other issued and outstanding securities under any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.agreements.

Rule 144 and Rule 144A. If the (a) The Company shall have filed agrees it will use its reasonable best efforts to file in a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company will file the timely manner all reports required to be filed by it under pursuant to the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (orSEC thereunder, and if at any time the Company is not required to file such reports, willfor so long as the Investor holds any Registrable Securities, at any reasonable time and upon the request of the Investor; and the Company will (i) furnish the Investor with such information as may be necessary to enable the Investor to effect sales of Equity-Linked Securities or Senior Notes or any Holder Common stock which may be issued, converted, exchanged or distributed in respect thereof by way of Registrable Securitiesdividend, make publicly available stock split, or other information) and will take such further action as any Holder of Registrable Securities may reasonably request, all distribution or recapitalization or reclassification with respect to the extent required from time Equity-Linked Securities or Senior Notes pursuant to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Rule 144A under the Securities Act, as any such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder of Registrable SecuritiesSEC, the Company will and (ii) deliver to such Holder the Investor a written statement as to whether it has complied with such the reporting requirements of said Rule 144 or Rule 144A, as applicable. (at b) For so long as the Investor holds any time after ninety (90) days after the effective date of the first registration statement filed Registrable Securities, in connection with a proposed sale by the Company). After any sale Investor of Registrable Equity-Linked Securities or Senior Notes with a minimum aggregate sales price of at least $25 million pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to a Rule 144A promulgated by the Commission “underwriting” involving one or more nationally recognized investment banking firms (or any successor to such rule) (an “Rule 144AEligible 144A Sale”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after following receipt by the Company of any written notice by the Investor of such requestproposed sale, the Company shall deliver use its reasonable best efforts to any (i) furnish to each underwriter a signed counterpart of a comfort letter from the Company’s independent public accountants in customary form and covering such prospective transferee copies matters of annual audited the kind customarily covered by comfort letters as such underwriter reasonably requests, (ii) subject to the execution of confidentiality agreements satisfactory in form and quarterly unaudited financial statements substance to the Company in the exercise of its good faith judgment (if requested by the Company in its discretion), pursuant to the reasonable written request of the Investor or such underwriter (upon reasonable notice to the Company), provide potential purchasers of such Equity-Linked Securities or Senior Notes with an opportunity to discuss the business of the Company with its officers and employees, as shall be appropriate, to assist the Investor in marketing such other information Equity-Linked Securities or Senior Notes (which discussion may take place via a conference call), provided that any such discussion shall be done in a manner so as may to not unreasonably disrupt the operation of the business of the Company (as determined in the reasonable discretion of the Company) and (iii) provide reasonable cooperation to the Investor (as determined in the reasonable discretion of the Company) to assist the Investor in marketing such Equity-Linked Securities or Senior Notes. Notwithstanding the foregoing, the Company shall not be required to be supplied by comply with any obligation contained in this Section 4.11(b) in connection with more than two (2) Eligible 144A Sales. (c) Notwithstanding anything herein to the contrary, (i) in no event shall the Company for it be required to comply participate in any “road show” (other than in connection with Rule 144A.a registration pursuant to Section 4.1(a)) or take any action which would be inconsistent with any applicable Laws and (ii) nothing in this Section 4.11 shall be deemed to require the Company to register any of its securities under the Exchange Act or file any resale registration statement to register any of its securities under the Securities Act.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, will, upon the request of any Holder holder of Registrable Securities, make publicly available other information) and will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company)requirements. After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. 144A (or any successor thereto). Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which that would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.

Rule 144 and Rule 144A. If the Company shall have filed a ---------------------- registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, will, upon the request of any Holder holder of Registrable Securities, make publicly available other information) and will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company)requirements. After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. 144A (or any successor thereto). Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.144A. 5.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities ActAct in respect of the Company Shares or Company Shares Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act and or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the rules and regulations adopted by Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Commission thereunder Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other informationinformation so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether by the Company that it has complied with such the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after ninety 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 (90) days at any time after the effective date it so qualifies), a copy of the first registration statement most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to be supplied by the Company for it to comply with Rule 144A.such form.

Rule 144 and Rule 144A. If the The Company shall have filed a registration statement pursuant covenants that (i) so long as it remains subject to the requirements of Section 12 reporting provisions of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company it will timely file the reports required to be filed by it under the Securities Act and or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the rules and regulations adopted by Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 under the Commission thereunder Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder of Registrable SecuritiesHolder, make publicly available other informationinformation so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (aA) Rule 144 under the Securities Act144, as such (B) Rule may be amended from time to time, 144A or (bC) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder ▇▇▇▇▇▇ a written statement as to whether it has complied with such requirements (at requirements. To the extent any time after ninety (90) days after the effective date of the first registration statement filed by the Company). After any sale of Holder desires to sell Registrable Securities pursuant to this Section 4Rule 144, the Company will, agrees to provide customary instructions to the extent allowed by law, cause transfer agent to remove any restrictive legends from such Shares and to provide or cause any customary opinions of counsel to be removed and any transfer restrictions relating delivered to the absence of registration under the Securities Act to be rescinded transfer agent in connection with respect to any such Registrable Securitiessale. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”)addition, the Company will comply with all rules and regulations of agrees to remove any restrictive legend from the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may the reasonable request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited Holder as soon as reasonably permitted by applicable law and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.customary practice (including customary transfer agent practices).

Rule 144 and Rule 144A. (a) If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or files a registration statement pursuant to the requirements of the Securities Act or Section 12 of the Exchange Act, the Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder holder of Registrable Securities, make publicly available other information) ), and it will take such further action as any Holder holder of Registrable Securities reasonably may reasonably request, all to the extent required from time to time time, to enable such Holder the holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144 under the Securities Act, Act as such Rule may be amended from time to time, or (bii) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder the holder a written statement as to whether it has complied with the Rule 144 or any successor rule requirements. The Company also covenants that it will provide all such requirements (at information and it will take such further action as any time after ninety (90) days after the effective date of the first registration statement filed by the Company). After any sale holder of Registrable Securities pursuant reasonably may request to this Section 4, enable the Company will, holder to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of sell Registrable Securities without registration under the Securities Act within the limitation of Rule 144A under the Securities Act, as amended from time to time, or any successor rule requirements. (b) If any proposed sale of Registrable Securities may be rescinded with respect effected by the holders thereof pursuant to such Registrable Securities. In order to permit Rule 144(k) without any adverse effect on the Holders proposed sale, including without limitation the contemplated sale price or the quantity of Registrable Securities to sell be sold, then the sameholders of the Registrable Securities covenant to rely upon Rule 144(k) in the sale thereof in lieu of requesting a Demand Registration; provided, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”)however, the Company will comply with all rules and regulations holders of the Commission applicable Registrable Securities shall not be obligated to take any action so that they are eligible to use or rely upon Rule 144(k) in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.sale or distribution.

Rule 144 and Rule 144A. If the The Company shall have filed a registration statement pursuant hereby agrees that (i) at any time it is not subject to the requirements of section 13 or Section 12 15(d) of the Exchange Act or a registration statement and there remain outstanding any Registrable Warrants, (A) it shall make available to any Holder upon written request such information as may be required under Rule 144(A)(d)(4) to permit resales of such Registrable Warrants pursuant to the requirements of the Securities Act, the Company will file the reports required to be filed by it Rule 144A under the Securities Act and (B) it shall make publicly available such information concerning the Company specified in paragraphs (a)(5)(i) through and including (a)(5)(xiv) and in paragraph (a)(5)(xvi) of Rule 15c2-11 under the Exchange Act to permit resales of such Registrable Warrants pursuant to Rule 144 under the Securities Act; and (ii) during such times the Company is subject to the requirements of section 13 or section 15(d) of the Exchange Act and there remain outstanding any Registrable Warrants, it shall timely file the rules periodic and regulations adopted by other reports referred to in paragraph (c)(1) of Rule 144 to permit resales of such Registrable Warrants pursuant to Rule 144 under the Commission thereunder (orSecurities Act. Without limiting the generality of the preceding paragraph, if the Company is not required hereby agrees to file such reports, will, upon the request of any Holder of Registrable Securities, make publicly available other information) and will take all such further action actions as any Holder of Registrable Securities Warrants reasonably may reasonably request, all to the extent required from time to time to enable such Holder to sell resell its Registrable Securities Warrants without registration under the Securities Act within the limitation of the exemptions therefrom provided by (a) Rule 144A and Rule 144 under the Securities Act, as such Rule Rules may be amended from time to time, or (b) any similar rule Rule or regulation Regulation hereafter adopted promulgated by the Commission. Upon the reasonable request of any Holder of Registrable SecuritiesWarrants, the Company will shall deliver to such Holder a written statement notice as to whether it has complied with such requirements (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed informational and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.requirements.

Rule 144 and Rule 144A. If With a view to making available certain exemptions from the registration provisions of the Securities Act for the sale of the Warrants and Restricted Securities, the Company shall have filed a registration statement pursuant to covenants that: 9.4.1 At all times that the requirements of Common Stock is registered under Section 12 12(b) or 12(g) of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company will exercise its best efforts to file timely the reports required to be filed by it the Company under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not registered under Section 12(b) or 12(g) of the Exchange Act and is not otherwise required to file such reportsreports under Sections 13 or 15(d) thereunder, it will, upon the request of any Holder holder of Registrable Registerable Securities, make publicly available such other information) information required under Rule 144 for so long as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will take such further action as any Holder of Registrable Securities may reasonably request, all request to the extent required from time to time to enable such Holder to sell the Registrable Securities without registration under the Securities Act within the limitation limitations of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (b) any similar rule or regulation hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable SecuritiesHolder, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after requirements. 9.4.2 So long as the effective date of the first registration statement filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”)constitute restricted securities, the Company will comply with all rules and regulations furnish each Holder a copy of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements reports of the Company and such other information public reports as any Holder may be required to be supplied by reasonably request. 9.4.3 At all times the Company for it is not subject to comply with Section 13 or 15(d) of the Exchange Act, the Company will use its best efforts to provide Warrant Holders, upon their request, the information regarding the Company required by section (d)(4)(i) and (ii) of Rule 144A so as to enable the Warrant Holders to sell Warrants under Rule 144A.

Rule 144 and Rule 144A. If For so long as either of the ------------- ---------------------- Company shall have filed a registration statement pursuant and the Trust is subject to the reporting requirements of Section 12 13 or 15 of the Exchange Act or a registration statement pursuant Act, any Registrable Securities remain outstanding and to the requirements extent required by Rule 144(k), each of the Securities Act, Company and the Company Trust will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder (orSEC thereunder; provided, however, that if the Company is not or the Trust ceases to be so required to file such reports, each will, upon the request of any Holder of Registrable Securities, Securities (a) make publicly available other informationsuch information as is necessary to permit sales of the Registrable Securities pursuant to Rule 144 under the Securities Act, (b) deliver such information to prospective purchasers as is necessary to permit sales of the Registrable Securities pursuant to Rule 144A under the Securities Act and will take such further action as any Holder of Registrable Securities may reasonably requestrequest and (c) take such further action that is reasonable in the circumstances, all in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ai) Rule 144 under the Securities Act, as such Rule rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time or (biii) any similar rule rules or regulation regulations hereafter adopted by the CommissionSEC. Upon the request of any Holder of Registrable Securities, each of the Company and the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after requirements. Without limiting the effective date of the first registration statement filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”)foregoing, the Company will comply with all rules and regulations provide a copy of the Commission applicable in connection with use of Rule 144A. Prospective transferees this Agreement upon request to any purchaser or prospective purchaser of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.Securities.

Rule 144 and Rule 144A. (a) If the Company shall have filed a registration statement Registration Statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement Registration Statement pursuant to the requirements of the Securities Act, the Company will shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, will, upon the request of any Holder Owner of Registrable Securities, make publicly available other information) and will take such further action as any Holder Owner of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder Owner to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission144. Upon the request of any Holder Owner of Registrable Securities, the Company will shall deliver to such Holder Owner a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company)requirements. After any sale of Registrable Securities pursuant to this Section 44(a), the Company willshall, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. . (b) In order to permit the Holders Owners of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will shall comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) ), which would be purchasing such Registrable Securities in reliance upon Rule 144A 144A, may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.

Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, will, upon the request of any Holder holder of Registrable Securities, make publicly available other information) and will take such further action as any Holder holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, time or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any Holder holder of Registrable Securities, the Company will deliver to such Holder holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company)requirements. After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. 144A (or any successor thereto). Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.

Rule 144 and Rule 144A. If For so long as the Company shall have filed a registration statement pursuant Trust is subject to the reporting requirements of Section 12 13 or 15(d) of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act, the Company Trust covenants that it will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder (orthereunder, that if the Company is not it ceases to be so required to file such reports, will, it will upon the request of any Holder of Registrable Securities, Securities (i) make publicly available other informationor cause to be made publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities Act, (ii) deliver or cause to be delivered such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the Securities Act and it will take such further action as any Holder of Registrable Securities may reasonably requestrequest in writing, all and (iii) take such further action or cause to be taken such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (ax) Rule 144 under the Securities Act, as such Rule may be amended from time to time, (y) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (bz) any similar rule rules or regulation regulations hereafter adopted by the Commission. Upon the request of any Holder or proposed holder of Registrable Securities, the Company Trust will deliver or cause to be delivered to such Holder or proposed holder, to the extent not included in the filings of the Trust under Section 13(a) or 15(d) of the Exchange Act, audited consolidated financial statements of the Bank, of its subsidiaries on an annual basis and quarterly financial statements of the Bank and its subsidiaries. Upon the written request of any Holder of Registrable Securities, the Trust will deliver to such Holder a written statement as to whether it has complied with such requirements (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company). After any sale of Registrable Securities pursuant to this Section 4, the Company will, to the extent allowed by law, cause any restrictive legends to be removed and any transfer restrictions relating to the absence of registration under the Securities Act to be rescinded with respect to such Registrable Securities. In order to permit the Holders of Registrable Securities to sell the same, if they so desire, pursuant to Rule 144A promulgated by the Commission (or any successor to such rule) (“Rule 144A”), the Company will comply with all rules and regulations of the Commission applicable in connection with use of Rule 144A. Prospective transferees of Registrable Securities that are Qualified Institutional Buyers (as defined in Rule 144A) which would be purchasing such Registrable Securities in reliance upon Rule 144A may request from the Company information regarding the business, operations and assets of the Company. Within five (5) business days after receipt by the Company of any such request, the Company shall deliver to any such prospective transferee copies of annual audited and quarterly unaudited financial statements of the Company and such other information as may be required to be supplied by the Company for it to comply with Rule 144A.requirements.