Common use of Rule 144 Reporting Clause in Contracts

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within Rule 144 under the Securities Act; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (c) furnish to each holder of Registrable Securities, forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing it being acknowledged that the rights Company was formerly a shell company and that Rule 144 is not available for the resale of securities (including the holders of such Registrable Securities) initially issued by shell companies or issuers that have been at all times after 90 days after any registration statement covering time previously a public offering of securities of shell company, until, among other requirements, at least one year has elapsed from the time that the issuer filed current Form 10 type information with the Commission reflecting its status as an entity that is not a shell company, which information the Company under filed with the Securities Act shall have become effectiveCommission on September 5, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act2019), the Company agrees at its cost and expense agrees, until the Shares are sold by the Purchasers, to use its best commercially reasonable efforts to: (a) make and keep adequate current public information regarding the Company available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after the date hereof; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act at all times from and after the date hereof; and (c) furnish to each holder of so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request (i) a copy of the most recent annual or quarterly report of the Company (unless otherwise available at no charge by access electronically to the Commission’s ▇▇▇▇▇ filing system), (ii) a written statement by the Company as to its compliance with the reporting requirements of such the Exchange Act and Rule 144 and of under the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and reports, documents so filed by the Company or information as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any other rule or regulation of the Commission which that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Securities Exchange Act; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;; and (cd) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleForm S-3.

Rule 144 Reporting. With a view to making available the benefits of Rule 144 and certain other rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make Register its Common Stock under Section 12(g) or 12(b) of the Securities Exchange Act, as soon as practicable, but in any event not later than ninety (90) days after the close of the Company’s first fiscal year following the effective date of the first registration statement filed by the Company relating to a public offering other than to employees of the Company under an employee option plan or employee stock purchase plan; (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) furnish Furnish to each holder of Registrable the Holders, so long as the Holders own any Restricted Securities, written notice of the Company’s qualification as a registrant, as soon as practicable after such qualification; the Company further shall furnish forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of its compliance with the Securities Act and the Securities Exchange Act, Act (at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 at any time after it so qualifies; (ii) a copy of the most recent annual or quarterly report of the Company, ; and (iii) such other reports and documents so filed by of the Company as such holder the Holders of Restricted Securities may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holders to sell any Registrable Stock such securities without registration; and (d) furnish registration or pursuant to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information regarding the Company available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct at any time after it has become subject to such reporting requirements; (c) So long as a Holder owns any Restricted Securities, furnish to each holder of Registrable Securities, the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder Take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its Common Stock under Section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulegeneral public is declared effective.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; (b) file Take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) File with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the Exchange Act;; and (cd) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request request: a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 of the Securities Act, and of the Securities Exchange Act and the Exchange Act(at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies); a copy of the most recent annual or quarterly report of the Company, ; and such other information, reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish registration or pursuant to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which SEC that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Class A Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActStock, the Company agrees at its cost and expense to use its best efforts to: (a) Use reasonable efforts to make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) Use reasonable efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, use reasonable efforts to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder a Holder to sell any Registrable Stock such securities without registration; andregistration (at any time after the Company has become subject to the reporting requirements of the Exchange Act). (d) Use reasonable efforts to furnish to each Holder forthwith, but in any event within five (5) business days following the receipt of a supportable request therefor, (i) unlegended stock certificates in connection with sales of Registrable Securities which by a Holder pursuant to said Rule 144, or (ii) in the event that such request is a "qualified institutional buyer" within made after the meaning IPO, shall furnish to the Company’s transfer agent an opinion of Rule 144A under the Securities Act, promptly upon written request from counsel that such Holder, such information as unlegended stock certificates may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleissued.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost to, and expense agrees to use its best efforts cause Pubco to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under 144, at all times in accordance with the Securities Actrequirements of the Exchange Act from and after the effective date of the Reverse Merger; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company or Pubco under the Securities Act and the Exchange Act;Act at any time after it has become subject to such reporting requirements; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a written statement by the Company or Pubco as to its compliance with the reporting current public information requirements of such said Rule 144 and of the Securities Exchange Act and the Exchange Act(at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the CompanyCompany or Pubco, and such other reports and documents of the Company or Pubco, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder Take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its common stock under Section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulegeneral public is declared effective.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company under the Securities Act for an offering of its securities to the general public; (b) file File with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the Exchange Act;; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request request: a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 under the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements) if such compliance is required for such Holder to sell shares of Common Stock in reliance on Rule 144 under the Securities Act and the Exchange Act, ; a copy of the most recent annual or quarterly report of the Company filed with the SEC if the Company, ’s making such filing is required for such Holder to sell shares of Common Stock in reliance on Rule 144 under the Securities Act; and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in connection with availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable such securities without registration if the furnishing of any such report or document is necessary to enable such Holder to sell Common Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of in reliance on under Rule 144A 144 under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of Registration or pursuant to a Registration on Form F-3 or S-3, as applicable, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActShares, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, (x) to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 or S-3, as applicable (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by of the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing SEC that permits the selling of any such holder securities without Registration or pursuant to sell any Registrable Stock without registrationForm F-3 or S-3, as applicable; and and (dy) furnish to each procure the removal of the legend on the restricted securities of the Company held by such Holder in connection with the resale by such Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required securities under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144.

Rule 144 Reporting. With a view to making available to the Holder(s) the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effectiveregistration, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company Parent agrees at its cost and expense to use its reasonable best efforts to: (a) make comply, on a timely basis with all the reporting requirements of the Exchange Act, and keep comply with all other public information availablereporting requirements of the SEC as a condition to the availability of an exemption from the Securities Act under Rule 144 thereunder, as those terms are understood within Rule 144 under amended from time to time, or successor rule thereto, for the sale of Registrable Securities Actby the Holder(s); (b) file provide, at Parent’s expense, such opinion of counsel as may be reasonably requested by the transfer agent for the Registrable Securities in connection with each sale of Registrable Securities pursuant to an exemption from the Commission in a timely manner all reports and other documents required registration requirements of the Company under the Securities Act (under Rule 144 thereunder, as amended from time to time, or successor rule thereto or otherwise) or otherwise, so long as the Holder(s) have furnished to counsel documentation reasonably acceptable to such counsel related to the transfer and the Exchange ActRegistrable Securities; (c) furnish whenever the Holder(s) is able to each holder demonstrate to Parent that the provisions of Rule 144 (or any successor rule) under the Securities Act are available to it and have furnished to Parent such documentation in connection therewith as Parent may reasonably request, provide, at Parent’s expense, new certificates that do not bear a restrictive legend; and (d) so long as the Holder(s) own any Registrable Securities, furnish to such party forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Actrequest, a copy of the most recent annual or quarterly report of the CompanyParent, and such other reports and documents so filed by the Company as such holder party may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any such Registrable Stock Securities without registration; and (dprovided that such reports are not otherwise available to the Holder(s) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within on the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleSEC’s ▇▇▇▇▇ website.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing or pursuant to a registration statement, if the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities Shares of the Company are registered under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request, (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to a registration statement (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (d) furnish provide notice in writing to each Holder that then has one or more designees on the Company’s board of Registrable Securities which is a "qualified institutional buyer" within directors of the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser beginning and ending of any Registrable Securities “blackout period” in order connection with the Company’s publicly issuances from time to permit such holder to avail itself time of the benefits of the exemptions under the Securities Act afforded by such Ruleearnings releases for fiscal quarter or fiscal years.

Rule 144 Reporting. 10.1 With a view to making available the benefits of certain rules and regulations of the Commission which may at any time SEC that will permit the sale of the Registrable Securities to the public Vested Shares without registration (but in no way reducing with the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActSEC, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those such terms are understood within and defined in Rule 144 under 144(c)(i) of the Securities Act, at all times until the one year anniversary from the date on which there are no remaining Unvested Shares held by Paramount under this Agreement; (b) file with the Commission SEC in a timely manner all reports and other documents required of to be filed by the Company under the Securities Exchange Act and of 1934, as amended (the “Exchange Act;”); and (c) furnish to each holder of Registrable Securitiesso long as Paramount owns any Shares, forthwith upon request a written statement by Paramount, if the Company as to its compliance with the reporting requirements of such Rule 144 is not filing reports and of the Securities Act and other documents under the Exchange Act, the Company will make available other information as required by, and so long as necessary to permit sales of the Shares pursuant to, Rule 144A (including the provision of information to Paramount and prospective purchasers designated by Paramount pursuant to Rule 144A(d)(4)) and, commencing at such time as sales are permitted under Rule 144, Rule 144A, and in any event shall make available (either by mailing a copy thereof, by posting on the Company’s website, or by press release) to Paramount a copy of: (i) the Company’s annual consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in accordance with generally accepted accounting principles in the most recent annual or quarterly report United States, no later than 90 days after the end of each fiscal year of the Company, and such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (dii) furnish the Company’s quarterly consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in a manner substantially consistent with the preparation of the Company’s annual consolidated financial statements, no later than 45 days after the end of each fiscal quarter of the Company. 10.2 If the Company shall fail for any reason to each Holder satisfy the requirements of Registrable Securities clause (a) or (b) of this Section 10 (a “Public Information Failure”) then, in addition to Paramount’s other available remedies, the Company shall pay to Paramount, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Vested Shares then held by Paramount (or a U.S. affiliate of Paramount), an amount in cash equal to two percent (2.0%) of the aggregate value of the Vested Shares then held by Paramount (or a U.S. affiliate of Paramount) valued at the higher of $31.89 or the average closing price per share of the Company’s Common Stock for the ten full trading days prior to, but not including, the day of the Public Information Failure on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such public information is no longer required for Paramount to transfer its Vested Shares pursuant to Rule 144. The payments to which Paramount shall be entitled pursuant to this Section 10.2 are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (1) the last day of the calendar month during which such Public Information Failure Payments are incurred and (2) the third (3rd) business day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holdertimely manner, such information as may be required under Rule 144A Public Information Failure Payments shall bear interest at a rate equal to the lesser of 1.5% per month (prorated for delivery partial months) or the maximum amount allowed by applicable law until paid in full. Nothing herein shall limit Paramount’s right to any prospective purchaser pursue actual damages for the Public Information Failure, and Paramount shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rulespecific performance and/or injunctive relief.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing registration, after such time as a public market exists for the rights Ordinary Shares of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act;, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act. (b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish Take such action, including the voluntary registration of its Ordinary Shares under Section 12 of the Exchange Act, as is necessary to each holder enable the Holders to utilize Form F-3 for the sale of their Registrable Securities, such registration under Section 12 to be taken as soon as practicable after the six-month period following the date on which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective. (d) So long as a Purchaser owns any Restricted Securities to furnish to the Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Purchaser may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Purchaser to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file Take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) So long as a Purchaser owns any Registrable Securities to furnish to each holder of Registrable Securities, the Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder the Purchaser may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Purchaser to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Investor the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of Registration or pursuant to a Registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as the Investor owns any Registrable Securities, (x) to furnish to the Investor forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by of the Company as such holder the Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing SEC that permits the selling of any such holder securities without Registration or pursuant to sell any Registrable Stock without registrationForm F-3; and and (dy) furnish to each Holder procure the removal of Registrable Securities which is a "qualified institutional buyer" within the meaning legend on the restricted securities of the Company held by the Investor and take such further actions as the Investor may reasonably request in connection with the resale by the Investor of such securities under Rule 144A under the Securities Act, promptly upon written request from such Holder, such information 144 as may be required under Rule 144A for delivery amended by the SEC from time to time and any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of successor rules or regulations hereafter adopted by the benefits of the exemptions under the Securities Act afforded by such RuleSEC.

Rule 144 Reporting. With a view to making available the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any comparable provision of the Commission Applicable Securities Law which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-▇, ▇-▇, ▇-▇ or F-3, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times; (b) Use reasonable, diligent efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Applicable Securities Act and the Exchange Act;Law; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and all Applicable Securities Laws, or whether it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Securities Act and the Exchange ActCompany’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so as may be filed by the Company with the Commission, and (iii) such other reports and documents of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable such securities without registration or pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities in order to permit such holder to avail itself Laws of any jurisdiction where the benefits of the exemptions under the Securities Act afforded by such RuleCompany’s securities are listed).

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Pubco to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to a registration statement, if the requirements Shares of Section 12 of Pubco are registered under the Exchange Act, the Company Pubco agrees at its cost and expense to use its best efforts to: (ai) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by Pubco; (bii) file with the Commission SEC in a timely manner all reports and other documents required of the Company Pubco under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (ciii) furnish to each holder of any Holder, so long as the Holder owns any Registrable SecuritiesShares, forthwith upon request request, (A) a written statement by the Company as to its compliance Pubco that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by Pubco), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to a registration statement (at any time after it so qualifies) and (B) a copy of the most recent annual or quarterly report of the Company, Pubco and such other reports and documents so filed by the Company Pubco, and (C) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (div) furnish provide notice in writing to each Holder that then has one or more designees on the Board of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser beginning and ending of any Registrable Securities “blackout period” in order connection with Pubco’s public issuances from time to permit such holder to avail itself time of the benefits of the exemptions under the Securities Act afforded by such Ruleearnings releases for fiscal quarter or fiscal years.

Rule 144 Reporting. With a view to making available the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any comparable provision of the Commission Applicable Securities Law which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to a registration on Form S-3 or F-3 (or any comparable form in a jurisdiction other than the requirements of Section 12 of the Exchange ActUnited States), the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company's securities are listed), at all times; (b) Use reasonable, diligent efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Applicable Securities Act and the Exchange Act;Law; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of all Applicable Securities Laws at any time after it has become subject to such Rule 144 and reporting requirements or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Securities Act and the Exchange ActCompany's securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so as may be filed by the Company with the Commission, and (iii) such other reports and documents of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable such securities without registration or pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities in order to permit such holder to avail itself Laws of any jurisdiction where the benefits of the exemptions under the Securities Act afforded by such RuleCompany's securities are listed).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Subject Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best commercially reasonable efforts to: (a) make and keep public information available, regarding the Company available as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act at any time after it has become subject to such reporting requirements; and (c) so long as a Holder or the Key Employee owns any Restricted Securities, furnish to each holder of Registrable Securitiesthe Holder or the Key Employee, as the case may be, forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by as a Holder or Key Employee, as the Company as such holder case may be, may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder or the Key Employee to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities by a Holder to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3/F-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; (b) take such action, including the voluntary registration of its Ordinary Shares under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3/F-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the Commission Commission, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and or the Exchange Act;, at all times after the effective date of the first registration under the Securities Act filed by the Company; and (cd) so long as a Holder owns any Restricted Securities, furnish to each holder of Registrable Securities, such Holder forthwith upon request request, (i) a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 144, and of the Securities Exchange Act and the Exchange Act(at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3/F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual annual, interim, quarterly or quarterly other report of the Company, and documents so filed by the Company, and (iii) such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, regarding the Company available as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct at any time after it has become subject to such reporting requirements; (c) So long as a Holder owns any Restricted Securities, furnish to each holder of Registrable Securities, the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and; (d) furnish to each Holder Take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its Common Stock under section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulegeneral public is declared effective.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market legally exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish Take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to each holder enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such registration under Section 12 to be taken as soon as practicable after the six-month period following the date on which the first registration statement filed by the Company for the offering of its equity securities to the general public is declared effective; and (d) So long as a Purchaser owns any Restricted Securities to furnish to the Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its equity securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by of the Company as such holder may reasonably request and other information in availing itself the possession of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.reasonably

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing or pursuant to a registration statement, if the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities Shares of the Company are registered under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request, (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to a registration statement (at any time after it so qualifies) and (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (d) furnish provide notice in writing to each Holder that then has one or more designees on the Company’s board of Registrable Securities which is a "qualified institutional buyer" within directors of the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser beginning and ending of any Registrable Securities “blackout period” in order connection with the Company’s publicly issuances from time to permit such holder to avail itself time of the benefits of the exemptions under the Securities Act afforded by such Ruleearnings releases for fiscal quarter or fiscal years.

Rule 144 Reporting. With a view to making available the benefits of certain SEC Rule 144 and any other rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of market exists for the securities of the Company under the Securities Act shall have become effectiveCorporation, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company Corporation agrees at its cost and expense to use its best efforts to: (a) make Make and keep available adequate current public information availableinformation, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Corporation becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company Corporation under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish Take such action, including the voluntary registration of its common stock under Section 12 of the Exchange Act, as is necessary to each holder enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Corporation for the offering of its securities to the general public is declared effective; (d) So long as a Holder owns any Registrable Securities, furnish to the Holder forthwith upon request (i) to the extent accurate, a written statement by the Company Corporation as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Corporation for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Corporation so qualifies), (ii) a copy of the most recent annual or quarterly report of the CompanyCorporation, and (iii) such other reports and documents so filed of the Corporation and other information in the possession of or reasonably obtainable by the Company Corporation as such holder the Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder the Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish or any time after the Corporation has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A reporting requirements under the Securities Exchange Act, promptly upon written request from ) or pursuant to Form S-3 (at any time after the Corporation so qualifies to use such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best all reasonable efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish Furnish to each holder of the Holder, so long as Holder owns any Registrable Securities, written notice of the Company's qualification as a registrant, as soon as practicable after the such qualification; the Company further shall furnish forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of its compliance with the Securities Act and the Securities Exchange Act, Act (at any time after it has become subject to such reporting requirements); the Company shall provide forthwith upon written request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by of the Company as such holder Purchaser may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Purchaser to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing registration, after such time as a public market exists for the rights Ordinary Shares of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make 10.1.1 Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file 10.1.2 File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of 10.1.3 So long as a Holder owns any Registrable Securities, to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and (at any time after 90 days after the effective date of the Securities Act and first registration statement filed by the Exchange ActCompany for an offering of its securities to the general public), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Holder to sell any Registrable Stock such securities without registration; and. 10.1.4 At any time during the period commencing from the later of (di) furnish six (6) month anniversary of the date of this Agreement, and (ii) the date upon which the Company becomes subject to the reporting requirements under the Exchange Act, and ending at such time that all of the Registrable Securities can be sold either pursuant to a registration statement, or if a registration statement is not available for the resale of all of the Registrable Securities, may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, as relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each such Holder an amount in cash equal to one percent (1.0%) of the aggregate purchase price of such holder’s Registrable Securities on the thirtieth day after a Public Information Failure and on every thirtieth day thereafter until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144. The payments to which a holder shall be entitled pursuant to this Section 10.2 are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Public Information Failure Payments are incurred and (II) the third business day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holdertimely manner, such information as may be required under Rule 144A Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for delivery to any prospective purchaser of any Registrable Securities partial months) or the highest amount permitted by applicable law, if less, until paid in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rulefull.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities restricted securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any or pursuant to a registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acton Form S-3, the Company agrees at its cost and expense to use its best efforts to, within one hundred twenty (120) days following the date hereof: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish to each holder of Registrable Securities, the Investor forthwith upon request a written statement by the Company that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies) or as to its compliance with the reporting requirements of such Rule 144 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder the Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Investor to sell any Registrable Stock securities without registration; and (d) furnish to each Holder take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its Common Stock under Section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable each Investor to utilize Form S-3 for the sale of its Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulegeneral public is declared effective.

Rule 144 Reporting. With a view to making available to the holders of Registrable Securities the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistra tion, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep current public information available, as those terms are understood within the meaning of Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after it has become subject to the reporting re quirements of the Exchange Act; (b) file with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (after it has become subject to such reporting requirements); (c) furnish to each holder of so long as any party hereto owns any Registrable Securities, furnish to such Person forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and (at any time commencing 90 days after the effective date of the first registration filed by the Company for an offering of its securities to the general public), the Securities Act and the Exchange Act, Act (at any time after it has become subject to such reporting requirements); a copy of the its most recent annual or quarterly report of the Company, report; and such other reports and documents so filed by the Company as such holder Person may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each in connection with any sale, transfer or other disposition by any Holder of any Registrable Securities which is a "qualified institutional buyer" within the meaning of pursuant to Rule 144A 144 promulgated under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit cooperate with such holder to avail itself facilitate the timely preparation and delivery of certificates representing the benefits Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such name as the exemptions selling Holders may reasonably request in writing no more than three (3) Business Days after any sale of Registrable Securities; provided, that, if requested by the Company, such Holder shall have furnished to the Company an opinion of counsel reasonably satisfactory to the Com pany and the Company's counsel that registration of such Registrable Securi ties under the Securities Act afforded by such Ruleis not required.

Rule 144 Reporting. With a view to making available the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any comparable provision of the Commission Applicable Securities Law which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form ▇-▇, ▇-▇, ▇-▇ or F-3, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep current public information available, as those terms are understood within contemplated in Rule 144 144(c) under the Securities Act, at all times after the effective date of the Registration Statement filed by the Company for the Company’s Initial Public Offering; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Applicable Securities Act and the Exchange Act;Law; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of all Applicable Securities Laws (at any time after the Company has become subject to such Rule 144 and of the Securities Act and the Exchange Actreporting requirements), or whether it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or F-3, (ii) a copy of the most recent annual or or, if available, quarterly report report, of the Company, Company and such other reports and documents so as may be filed by the Company with the Commission, and (iii) such other information, reports and documents of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing that permits the selling of any such holder securities without registration (at any time after the Company has become subject to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A reporting requirements under the Securities Exchange Act, promptly upon written request from ) or pursuant to Form S-3 or F-3 (at any time after the Company so qualifies to use such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform).

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules SEC Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts toshall: (a) make and keep available adequate current public information availableinformation, as those terms are understood within and defined in SEC Rule 144 under 144, at all times after the Securities Acteffective date of the registration statement filed by the Company for the Initial Offering; (b) use commercially reasonable efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after the Company has become subject to such reporting requirements); and (c) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company as to its compliance that it has complied with the reporting requirements of such SEC Rule 144 and (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the Initial Offering), the Securities Act Act, and the Exchange ActAct (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company with the SEC; and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC that permits the selling of any such holder securities without registration (at any time after the Company has become subject to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A reporting requirements under the Securities Exchange Act, promptly upon written request from ) or pursuant to Form S-3 (at any time after the Company so qualifies to use such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform).

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) So long as the Holder owns any Restricted Securities to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities or securities convertible into or exercisable for Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in SEC Rule 144 under 144, at all times after 90 days after the Securities Acteffective date of the first registration statement filed by the Company that involves an underwritten sale of securities of the Company to the general public; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the underwritten offering of its common stock to the general public is declared effective; (c) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act at any time after it has become subject to such reporting requirements; and (cd) furnish to each holder of Holder so long as such Holder owns Registrable Securities, Securities or securities convertible into or exercisable for Registrable Securities forthwith upon written request a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 (at any time after ninety days after the effective date of such first registration statement filed by the Company), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder may be reasonably request in availing itself requested to avail the Holder of any rule or regulation of the Commission allowing SEC permitting the selling of any such holder to sell any Registrable Stock securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts toshall: (a) make and keep public information available, as those terms are understood within Rule 144 under the Securities Act; (b) use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct at any time after it has become subject to such reporting requirements; (b) make and keep available adequate current public information, as those terms are understood and defined in Commission Rule 144, at all times after the effective date of the registration statement filed by the Company for its initial public offering; (c) so long as a Holder owns any Restricted Securities, furnish to each holder of Registrable Securities, the Holder forthwith upon written request (i) to the extent, accurate, a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company Company; and (iii) such other information as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish at any time after the Company has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A reporting requirements under the Securities Exchange Act, promptly upon written request from ) or pursuant to Form S-3 (at any time after the Company so qualifies to use such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform).

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; (b) file File with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the Exchange Act; (c) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request request: a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 of the Securities Act, and of the Securities Exchange Act and the Exchange Act, (at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies); a copy of the most recent annual or quarterly report of the Company, ; and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder Take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its Common Stock under Section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulegeneral public is declared effective.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, Class A Common Stock or at all times after the Class B Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish at any time after the Company has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself reporting requirements of the benefits of the exemptions under the Securities Act afforded by such RuleExchange Act).

Rule 144 Reporting. With a view to making available to the holders of Registrable Securities the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep current public information available, as those terms are understood within the meaning of Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after it has become subject to the reporting requirements of the Exchange Act; (b) file with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (after it has become subject to such reporting requirements); (c) furnish to each holder of so long as any party hereto owns any Registrable Securities, furnish to such Person forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and (at any time commencing 90 days after the effective date of the first registration filed by the Company for an offering of its securities to the general public), the Securities Act and the Exchange Act, Act (at any time after it has become subject to such reporting requirements); a copy of the its most recent annual or quarterly report of the Company, report; and such other reports and documents so filed by the Company as such holder Person may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each in connection with any sale, transfer or other disposition by any Holder of any Registrable Securities which is a "qualified institutional buyer" within the meaning of pursuant to Rule 144A 144 promulgated under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit cooperate with such holder to avail itself facilitate the timely preparation and delivery of certificates representing the benefits Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such name as the exemptions selling Holders may reasonably request in writing no more than three (3) Business Days after any sale of Registrable Securities; provided, that, if requested by the Company, such Holder shall have furnished to the Company an opinion of counsel reasonably satisfactory to the Company and the Company’s counsel that registration of such Registrable Securities under the Securities Act afforded by such Ruleis not required.

Rule 144 Reporting. 7.1 With a view to making available the benefits of certain rules and regulations of the Commission which may at any time SEC that will permit the sale of the Registrable Securities to the public Shares without registration (but in no way reducing with the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActSEC, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those such terms are understood within and defined in Rule 144 under 144(c)(i) of the Securities Act, at all times until the one year anniversary from the date of this Agreement; (b) file with the Commission SEC in a timely manner all reports and other documents required of to be filed by the Company under the Securities Exchange Act and of 1934, as amended (the "Exchange Act;"); and (c) furnish to each holder of Registrable Securitiesso long as Paramount owns any Shares, forthwith upon request a written statement by Paramount, if the Company as to its compliance with the reporting requirements of such Rule 144 is not filing reports and of the Securities Act and other documents under the Exchange Act, the Company will make available other information as required by, and so long as necessary to permit sales of the Shares pursuant to, Rule 144A (including the provision of information to Paramount and prospective purchasers designated by Paramount pursuant to Rule 144A(d)(4)) and, commencing at such time as sales are permitted under Rule 144, Rule 144A, and in any event shall make available (either by mailing a copy thereof, by posting on the Company's website, or by press release) to Paramount a copy of: (i) the Company's annual consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders' equity and statements of cash flows) prepared in accordance with generally accepted accounting principles in the most recent annual or quarterly report United States, no later than 90 days after the end of each fiscal year of the Company, and such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (dii) furnish the Company's quarterly consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders' equity and statements of cash flows) prepared in a manner substantially consistent with the preparation of the Company's annual consolidated financial statements, no later than 45 days after the end of each fiscal quarter of the Company. 7.2 If the Company shall fail for any reason to each Holder satisfy the requirements of Registrable Securities which is clause (a) or (b) of Section 7.1 (a "qualified institutional buyer" within Public Information Failure") then, in addition to Paramount's other available remedies, the meaning of Rule 144A under the Securities ActCompany shall pay to Paramount, promptly upon written request from such Holderin cash, such information as may be required under Rule 144A for delivery to any prospective purchaser partial liquidated damages and not as a penalty, by reason of any Registrable Securities such delay in order or reduction of its ability to permit such holder sell the Shares then held by Paramount (or a U.S. affiliate of Paramount), an amount in cash equal to avail itself two percent (2.0%) of the benefits aggregate value of the exemptions under Shares then held by Paramount (or a U.S. affiliate of Paramount) valued at the Securities Act afforded by higher of $31.89 or the average closing price per share of the Company's Common Stock for the ten full trading days prior to, but not including, the day of the Public Information Failure on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date such Rule.Public Information Failure is cured and (ii) such time that such public information is no longer required for Paramount to transfer its Shares pursuant to Rule 144. The payments to which Paramount shall be entitled pursuant to this Section 7.2 are referred to herein as "

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of or pursuant to a registration on Form S-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to the Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and registration or pursuant to such form (d) furnish at any time after the Company has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself reporting requirements of the benefits of the exemptions under the Securities Act afforded by such RuleExchange Act).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Register its Common Shares under Section 12(g) of the 1934 Act, as amended, as soon as practicable, but in any event not later than ninety (90) days after the close of the Company’s first fiscal year following the effective date of the first registration statement filed by the Company, relating to a public offering other than to employees of the Company under an employee option plan or employee share purchase plan; (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;1934 Act (at any time after it has become subject to such reporting requirements); and (cd) furnish Furnish to each holder of Registrable the Holder, so long as Holder owns any Restricted Securities, written notice of the Company’s qualification as a registrant, as soon as practicable after such qualification; the Company further shall furnish forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of its compliance with the Securities Act and the Securities Exchange Act, Act (at any time after it has become subject to such reporting requirements); the Company shall provide forthwith upon written request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Stockholders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company Corporation agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Corporation for an offering of its securities to the general public; (b) file File with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company Corporation under the Securities Act and the Exchange Act; (c) furnish Take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to each holder enable the Stockholders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the first registration statement filed by the Corporation for the offering of its securities to the general public is declared effective; and (d) So long as a Stockholder owns any Registrable Securities, furnish to such Stockholder forthwith upon request (i) a written statement by the Company Corporation as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and of the Exchange Act, Act (at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company, Corporation; and (iii) such other reports and documents so filed by the Company as such holder a Stockholder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts all times to: (a) make and keep public information available, as those terms are understood within and defined in SEC Rule 144 under 144, after ninety (90) days after the Securities Acteffective date of the first registration filed by the Company for an offering of its securities to the general public; (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) furnish to each holder of so long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon reasonable request a written statement by the Company as to its compliance that it has complied with the reporting requirements of such said Rule 144 and (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold under Form S-3 (at any time after it so qualifies) a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder the Holder may reasonably request in availing itself of complying with any rule or regulation of the Commission SEC allowing such holder the Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits ------------------ of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActEchelon, the Company Echelon agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that Echelon becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file File with the Commission in a timely manner all reports and other documents required of the Company Echelon under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish Furnish to each holder of Registrable any Holder, so long as such Holder owns any Restricted Securities, forthwith upon request a written statement by the Company Echelon as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by Echelon for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the CompanyEchelon, and such other reports and documents so filed of Echelon and other information in the possession of or reasonably obtainable by the Company Echelon as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best reasonable efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act;, at all times after the date that the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended. (b) Use its reasonable efforts to file with the Commission commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act;") (at any time after it has become subject to such reporting requirements); and (c) So long as a Holder owns any Restricted Securities, to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company with the Commission on a non-confidential basis as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish provided, however, that no such copies shall need to each Holder of Registrable Securities which is a "qualified institutional buyer" within be provided -------- ------- by the meaning of Rule 144A under Company if such reports or documents are available from the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleCommission's internet ▇▇▇▇▇ database.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts toshall: (a) make and keep public information regarding the Company available, as those terms are understood within and defined in Rule 144 under the Securities Act144; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (c) furnish upon the request of any Holder, together with its Affiliates, wishing to each holder sell any Registrable Securities under Rule 144 on a date no less than six (6) months after the date on which the Purchased Securities are issued, and at the Company’s sole expense, cause its legal counsel to issue a Rule 144 legal opinion for the resale of the Purchased Securities, as long as the conditions of Rule 144 apply. If the Company does not cause its counsel to issue a Rule 144 legal opinion within ten (10) Business Days of a request by the Holder, then the Holder may choose its own legal counsel to issue said opinion, which the Company will not unreasonably oppose and shall take all commercially reasonable steps to facilitate, and the Company shall reimburse the Holder for all of its legal fees related thereto; and (d) so long as a Holder, together with its Affiliates, owns any Registrable Securities, (i) unless otherwise available at no charge by access electronically to the Commission’s ED▇▇▇ ▇iling system (or any successor system), furnish to such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder to sell any Registrable Stock such securities without registration; and registration and (dii) to the extent accurate, furnish to each such Holder upon reasonable request a written statement of Registrable Securities which is a "qualified institutional buyer" within the meaning Company that it has complied with the reporting requirements of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the IPO; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct at any time after it has become subject to such reporting requirements; (c) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and of the Securities Act (at any time from and after ninety (90) days following the effective date of the IPO) and of the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder Take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its Common Stock under Section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulegeneral public is declared effective.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Register its Common Stock under Section 12(g) of the Securities Exchange Act, as soon as practicable, but in any event not later than ninety (90) days after the close of the Company’s first fiscal year following the effective date of the first registration statement filed by the Company relating to a public offering other than to employees of the Company under an employee option plan or employee stock purchase plan; (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) furnish Furnish to each holder of Registrable the Holders, so long as the Holders own any Restricted Securities, written notice of the Company’s qualification as a registrant, as soon as practicable after such qualification; the Company further shall furnish forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of its compliance with the Securities Act and the Securities Exchange Act, Act (at any time after it has become subject to such reporting requirements); the Company shall provide forthwith upon written request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by of the Company as such holder the Holders of Restricted Securities may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holders to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts all times to: (a) make and keep public information available, as those terms are understood within and defined in SEC Rule 144 under 144, after ninety (90) days after the Securities Acteffective date of the first registration filed by the Company for an offering of its securities to the general public; (b) take such action, including the voluntary registration of its common stock, under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the registration statement filed by the Company for the offering of its Securities to the general public is declared effective; (c) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) furnish to each holder of so long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder the Holder may reasonably request in availing itself of complying with any rule or regulation of the Commission SEC allowing such holder the Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of or pursuant to a registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best efforts to: (a) make 10.1 Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file 10.2 File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of 10.3 So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within SEC that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.Form F-3. EXHIBIT B

Rule 144 Reporting. With a view to making available the benefits ------------------ of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) Take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;1934 Act (at any time after it has become subject to such reporting requirements); and (cd) furnish to each holder of So long as a Holder owns any Registrable Securities, forthwith to furnish to the Holder upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange 1934 Act (at any time after it has become subject to the reporting requirements of the 1934 Act), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish at any time after the Company has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself reporting requirements of the benefits of the exemptions under the Securities Act afforded by such Rule1934 Act).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which SEC that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts toshall: (a) make and keep public information regarding the Company available, as those terms are understood within and defined in Rule 144 under 144, at all times from and after the Closing Date until there are no Registrable Securities Actoutstanding; (b) use commercially reasonably efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct at all times from and after the Closing Date until there are no Registrable Securities outstanding; (c) furnish to each holder of so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance whether it has complied with the reporting requirements of such SEC Rule 144 and of 144, the Securities Act and the Exchange Act, Act and (ii) a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish take such further action as any Holder may reasonably request to each Holder of enable the Holders to sell Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions without registration under the Securities Act afforded within the limitations of the exemption provided by Rule 144, including, without limitation, delivering customary legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent without unreasonable delay, and in each case as may be reasonably requested from time to time by the Holder, and otherwise use commercially reasonable efforts to cooperate with Holder and Holder’s broker in their efforts to effect such Rulesale of securities pursuant to Rule 144.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which SEC that may at any time permit the sale of the Registrable Securities shares of Common Stock to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) use its best efforts to facilitate the sale of shares of Common Stock to the public, without registration under the Securities Act, pursuant to Rule 144 under the Securities Act, provided that this shall not require the Company to file reports under the Securities Act or the Exchange Act at any time prior to the Company's being otherwise required to file such reports; (b) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after ninety (90) days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (cd) during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, make available the information required to be provided by Rule 144A(d)(4); (e) so long as a Holder owns any shares of Common Stock which constitute restricted securities under Rule 144 to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities restricted securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (ai) make and keep public information available, available as those terms are understood within and defined in Rule 144 under the Securities ActAct ("RULE 144"), at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act at any time after it has become subject to such reporting requirements; and (ciii) furnish to each holder of so long as the Holder owns any Registrable Securities, forthwith furnish to the Holder upon request request, a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by as the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Holder to sell any Registrable Stock such securities without registration; and. (div) furnish to each Holder Notwithstanding anything contained in this Agreement, if any of Holders Registrable Securities which is a "qualified institutional buyer" within have not been included in an effective Registration, then any of such Holder's Registrable Securities can be sold pursuant to Rule 144. The registration rights set forth in this Section 2 shall remain available to any Holder even if, in the meaning opinion of counsel to the Company, all of the Registrable Securities then owned by such Holder could be sold in any 90-day period pursuant to Rule 144 (without giving effect to the provisions of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144(k)).

Rule 144 Reporting. With a view to making available to the Registrable Security Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Registrable Security Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any or pursuant to a registration statement covering a public offering of securities of on Form F-3 or S-3, the Company under agrees, at any time after it has become subject to the reporting requirements of the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of and the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (c) furnish to each holder of any Registrable Security Holder, so long as the Registrable Security Holder owns any Registrable Securities, forthwith upon request request, (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company and (iii) such other information as such holder may be reasonably request requested in availing itself any Registrable Security Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (d) furnish to each Holder take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its Common Shares under Section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Registrable Security Holders to utilize Form F-3 or S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulepublic is declared effective.

Rule 144 Reporting. With a view to making available to the holders of Registrable Securities the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its reasonable best efforts to: (a) make and keep current public information available, as those terms are understood within the meaning of Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after it has become subject to the reporting requirements of the Exchange Act; (b) file with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (after it has become subject to such reporting requirements); (c) furnish to each holder of so long as any party hereto owns any Registrable Securities, furnish to such Person forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and (at any time commencing 90 days after the effective date of the first registration filed by the Company for an offering of its securities to the general public), the Securities Act and the Exchange Act, Act (at any time after it has become subject to such reporting requirements); a copy of the its most recent annual or quarterly report of the Company, report; and such other reports and documents so filed by the Company as such holder Person may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each in connection with any sale, transfer or other disposition by the Holder of any Registrable Securities which is a "qualified institutional buyer" within the meaning of pursuant to Rule 144A 144 promulgated under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit cooperate with such holder to avail itself facilitate the timely preparation and delivery of certificates representing the benefits Registrable Securities to be sold and not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares and registered in such name as the exemptions selling Holder may reasonably request in writing no more than three (3) Business Days after any sale of Registrable Securities; provided, that, if requested by the Company, the Holder shall have furnished to the Company an opinion of counsel reasonably satisfactory to the Company and the Company’s counsel that registration of such Registrable Securities under the Securities Act afforded by such Ruleis not required.

Rule 144 Reporting. With a view to toward making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of registration, the Company under the Securities Act shall have become effective, or at all times after the agrees: (a) To register its Common Stock of the Company shall initially be registered pursuant to the requirements of under Section 12 12(g) of the Exchange Act, as amended, as soon as practicable, but in any event not later than ninety (90) days after the close of the Company's first fiscal year following the earlier of effective date of the Parent Registration Statement and the first registration statement filed by the Company agrees at its cost and expense relating to use its best efforts to:a public offering, other than to employees of the Company under an employee option plan or employee stock purchase plan; (ab) To make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the earlier of the effective date of the Parent Registration Statement and of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) To use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) To furnish to each holder of Registrable Holder, so long as such Holder owns any Restricted Securities, written notice of the Company's qualification as a registrant, as soon as practicable after such qualification; the Company further shall furnish forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the earlier of the effective date of the Parent Registration Statement and the first registration statement filed by the Company for an offering of its securities to the general public), and of its compliance with the Securities Act and the Exchange Act, Act (at any time after it has become subject to such reporting requirements); the Company shall provide forthwith upon written request a copy of the most recent annual or quarterly report of the Company, and take such further action and provide such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A registration under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after 90 calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (b) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request, (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after 90 calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (d) furnish to each Holder take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within the meaning its Common Stock under Section 12 of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulepublic is declared effective.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: : (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act; ; and (b) Use its reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (c) furnish to each holder of Registrable Securities. 6.13 "Lock-Up" Agreement6.13 Lock-Up Agreement.13 Lock-Up Agreement tc \l ▇▇ ".▇▇ ▇▇▇▇-▇▇ Agreement" . The Holders agree, forthwith upon request a written statement if requested by the Company as to its compliance in connection with the reporting requirements of such Rule 144 and a public offering of the Securities Act and the Exchange Actcompany's securities, a copy not to sell or otherwise transfer or dispose of any securities of the most recent annual or quarterly report Company held by such Holders during a period of the Company, and such other reports and documents so filed time determined by the Company as such holder may reasonably request in availing itself of any rule or regulation and its underwriters (not to exceed 90 days) following the effective date of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself registration statement of the benefits of the exemptions Company filed under the Securities Act afforded relating to such public offering. Such agreement shall be in writing in a form reasonably satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the Shares (or securities) subject to the foregoing restriction until the end of said period. 70 Preemptive Rights70 Preemptive Rights Preemptive Rights tc \l 270 " Preemptive Rights" . The Company hereby grants to the Investor a right (the "Preemptive Right") to purchase all or any part of the Investor's pro rata share of any "New Securities" (as defined in this section 7) that the Company may, from time to time, propose to sell and issue solely for cash. Such pro rata share, for purposes of this Preemptive Right, is the ratio of (x) the sum of the number of shares of Common Stock then held by such Rule.the Investor immediately prior to the issuance of the New Securities, assuming the full conversion of any Series D Preferred and full exercise of the Warrants, to (y) the total number of shares of Common Stock held by all stockholders of the Company immediately prior to the issuance of the New Securities (after giving effect to the exercise and/or conversion, as the case may be, of all shares of Preferred Stock and of all outstanding options and warrants to purchase Common Stock or any other securities convertible into Common Stock). This Preemptive Right shall be subject to the following provisions:

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Securities and Exchange Commission (the “Commission”) which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders shares of such Registrable SecuritiesCommon Stock issued to MANCHESTER pursuant to Section 1(a)(i) at all times after 90 days after any registration statement covering a public offering of securities above or Section 1(b)(i) of the Company under the Securities Act shall have become effectiveSettlement Agreement and Mutual Release, or at all times after the Common Stock upon exercise of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActWarrants, the Company without registration, OMNI agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), at all times that OMNI is subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b) file File with the Commission in a timely manner all reports and other documents required of the Company OMNI under the Securities Act and or the Exchange Act;; and (c) So long as MANCHESTER owns any of the shares of Common Stock issued to MANCHESTER pursuant to Section 1(a) above or pursuant to the Settlement Agreement and Mutual Release, to furnish to each holder of Registrable Securities, forthwith MANCHESTER promptly upon request a written statement by the Company OMNI as to its compliance with the reporting requirements of such Rule 144 RULE 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the CompanyOMNI, and such other reports and documents so filed by the Company of OMNI and other information as such holder MANCHESTER may reasonably request in availing itself of order to comply with any rule or regulation of the Commission allowing such holder MANCHESTER to sell any Registrable Stock such securities without registration; and (d) furnish . OMNI represents and warrants to, and for the benefit of, MANCHESTER, that OMNI has registered the Common Stock pursuant to each Holder Section 12 of Registrable Securities which is the Exchange Act, has been subject to the reporting requirements of Section 13 of the Exchange Act for a "qualified institutional buyer" within period of at least 90 days immediately preceding the meaning date of this Agreement, and has filed all the reports required to be filed under the Exchange Act during the 12 months preceding such date. OMNI further represents that, for purposes of Rule 144A under 144(d), MANCHESTER may tack the Securities Act, promptly upon written request from such Holder, such information as may holding period of the Common Stock issued to MANCHESTER hereunder to the holding periods of the Debentures and the Subordinated Note. OMNI shall cause to be issued any opinion of counsel required in connection with any sale of Common Stock by MANCHESTER or its affiliates or assigns under Rule 144A 144. OMNI shall use commercially reasonable efforts to cause OMNI’s transfer agent to timely comply with its obligations to transfer shares of Common Stock and issue new certificates for delivery to any prospective purchaser shares of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions Common Stock sold by MANCHESTER under the Securities Act afforded by such RuleRule 144.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities shares of Common Stock to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Use its best efforts to facilitate the sale of shares of Common Stock to the public, without registration under the Securities Act, pursuant to Rule 144 under the Securities Act, provided that this shall not require the Company to file reports under the Securities Act or the Exchange Act at any time prior to the Company's being otherwise required to file such reports; (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after 90 days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (cd) During any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, make available the information required to be provided by Rule 144A(d)(4); (e) So long as a Holder owns any shares of Common Stock which constitute restricted securities under Rule 144 to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities by a Holder to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form F-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; (b) take such action, including the voluntary registration of its Ordinary Shares under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form F-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the Commission Commission, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and or the Exchange Act;, at all times after the effective date of the first registration under the Securities Act filed by the Company; and (cd) so long as a Holder owns any Restricted Securities, furnish to each holder of Registrable Securities, such Holder forthwith upon request request, (i) a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 144, and of the Securities Exchange Act and the Exchange Act(at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual annual, interim, quarterly or quarterly other report of the Company, and documents so filed by the Company, and (iii) such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any other rule or regulation of the Securities and Exchange Commission which that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, available as those terms are understood within Rule 144 under and defined in the Securities Actand Exchange Commission Rule 144; (b) use its best efforts to take such action, including the voluntary registration of its Common Stock under Section 12 of the Securities Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities; (c) use its best efforts to file with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request request, (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Securities and Exchange Commission Rule 144 and (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Securities and Exchange Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities restricted securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any or pursuant to a registration statement covering on Form S-3, after a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of Registrable Securities, any Holder forthwith upon request a written statement by the Company that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies) or as to its compliance with the reporting requirements of such Rule 144 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder to sell any Registrable Stock securities without registration; and (d) furnish to each Holder take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its Common Stock under Section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable any Holder to utilize Form S-3 for the sale of its Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulegeneral public is declared effective.

Rule 144 Reporting. With a view to making available to the Stockholder the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any other rule or regulation of the Commission which that may at any time permit the sale a Stockholder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 144, at all times after 90 days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Stockholders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;; and (cd) furnish to each holder of any Stockholder, so long as the Stockholder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (iii) such other information as such holder may be reasonably request requested in availing itself any Stockholder of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleForm S-3.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) Use its best efforts to make and keep public information available, available as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times from and after 90 days following the effective date of the first registration un der the Securities Act filed by the Company for an offering of its securities to the general public; (b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act at any time after it has become subject to such reporting requirements; and (c) furnish to each holder of So long as the Holders own any Registrable Securities, furnish to the Holders forthwith upon request (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 (at any time from and after 90 days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public) of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by as the Company as such holder Holders may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which SEC that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) use its reasonable best efforts to make and keep public information available, as those terms are understood within and defined in Rule 144 under 144(c)(i), at all times until the Securities ActTermination Date; (b) use its reasonable best efforts to file with the Commission SEC in a timely manner all reports and other documents required of to be filed by the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish to each holder of so long as the Holder owns any Registrable Securities, forthwith upon request a written statement by if the Company as is not required to its compliance with the reporting requirements of such Rule 144 file reports and of other documents under the Securities Act and the Exchange Act, it will make available other information as required by, and so long as necessary to permit sales of Registrable Securities pursuant to, Rule 144A (including the provision of information to the Holder and prospective purchasers designated by the Holder pursuant to Rule 144A(d)(4)) and, commencing at such time as sales are permitted under Rule 144, Rule 144A, and in any event shall make available (either by mailing a copy thereof, by posting on the Company’s website, or by press release) to the Holder a copy of: (i) the Company’s annual consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in accordance with generally accepted accounting principles in the most recent annual or quarterly U.S., accompanied by an audit report of the Company’s independent accountants, and such other reports and documents so filed by no later than 90 days after the Company as such holder may reasonably request in availing itself end of any rule or regulation each fiscal year of the Commission allowing such holder to sell any Registrable Stock without registrationCompany; and (dii) furnish to each Holder the Company’s unaudited quarterly financial statements (including at least balance sheets, statements of Registrable Securities which is profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in a "qualified institutional buyer" within manner substantially consistent with the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself preparation of the benefits Company’s annual financial statements, no later than 45 days after the end of each fiscal quarter of the exemptions under the Securities Act afforded by such RuleCompany.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of or pursuant to a registration on Form F-3 or Form S-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s Initial Public Offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within SEC that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities such securities without registration or pursuant to Form F-3 or Form S-3. The provision of this Section 2.14 shall apply mutatis mutandis with respect to comparable regulatory bodies, provisions of applicable securities laws and comparable registration forms promulgated thereunder, in order to permit such holder to avail itself of a non-US jurisdiction where the benefits of the exemptions under the Securities Act afforded by such RuleCompany’s securities are listed.

Rule 144 Reporting. 7.1 With a view to making available the benefits of certain rules and regulations of the Commission which may at any time SEC that will permit the sale of the Registrable Securities to the public Shares without registration (but in no way reducing with the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActSEC, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those such terms are understood within and defined in Rule 144 under 144(c)(i) of the Securities Act, at all times until the one year anniversary from the date on which all Shares held by Sony under this Agreement have vested; (b) file with the Commission SEC in a timely manner all reports and other documents required of to be filed by the Company under the Securities Exchange Act and of 1934, as amended (the "Exchange Act;"); and (c) furnish to each holder of Registrable Securitiesso long as Sony owns any Shares, forthwith upon request a written statement by Sony, if the Company as to its compliance with the reporting requirements of such Rule 144 is not filing reports and of the Securities Act and other documents under the Exchange Act, the Company will make available other information as required by Rule 144A (including the provision of information to Sony and prospective purchasers designated by Sony pursuant to Rule 144A(d)(4)) for so long as necessary to permit sales of the Shares pursuant to Rule 144A, and commencing at such time as sales are permitted under Rule 144, and in any event shall make available (either by mailing a copy thereof, by posting on the Company’s website, or by press release) to Sony a copy of: (i) the Company’s annual consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in accordance with generally accepted accounting principles in the most recent annual or quarterly report United States, no later than 90 days after the end of each fiscal year of the Company, and such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (dii) furnish the Company’s quarterly consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in a manner substantially consistent with the preparation of the Company’s annual consolidated financial statements, no later than 45 days after the end of each fiscal quarter of the Company. 7.2 If the Company shall fail for any reason to each Holder satisfy the requirements of Registrable Securities which is clause (a) or (b) of this Section 7 (a "qualified institutional buyer" within Public Information Failure") then, in addition to Sony's other available remedies, the meaning of Rule 144A under the Securities ActCompany shall pay to Sony, promptly upon written request from such Holderin cash, such information as may be required under Rule 144A for delivery to any prospective purchaser partial liquidated damages and not as a penalty, by reason of any Registrable Securities such delay in order or reduction of its ability to permit such holder sell the Shares then held by Sony (or a U.S. affiliate of Sony), an amount in cash equal to avail itself two percent (2.0%) of the benefits aggregate value of the exemptions under Shares then held by Sony (or a U.S. affiliate of Sony) valued at the Securities Act afforded by higher of the average of the closing price per share of the Company's Common Stock for the ten full trading days prior to, but not including, the date of this Agreement or the average closing price per share of the Company’s Common Stock for the ten full trading days prior to, but not including, the day of the Public Information Failure on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date such Rule.Public Information Failure is cured and (ii) such time that such public information is no longer required for Sony to transfer its Shares pursuant to Rule 144. The payments to which Sony shall be entitled pursuant to this Section 7.2 are referred to herein as "

Rule 144 Reporting. With a view to making available the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any comparable provision of the Commission Applicable Securities Law which may at any time permit the sale of the Registrable Securities to the public without registration or pursuant to a registration on Form S-3 or F-3 (but or any comparable form in no way reducing a jurisdiction other than the rights of the holders of United States), after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best efforts to:: Shareholders Agreement (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct (or comparable provision under Applicable Securities Laws in any jurisdiction where the Company's securities are listed), at all times after the consummation of any IPO; (b) Use reasonable, diligent efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Applicable Securities Act and the Exchange Act;Law; and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of all Applicable Securities Laws at any time after it has become subject to such Rule 144 and reporting requirements or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Securities Act and the Exchange ActCompany's securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so as may be filed by the Company with the Commission, and (iii) such other reports and documents of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable such securities without registration or pursuant to Form S-3 or F-3 (or any form comparable thereto under Applicable Securities in order to permit such holder to avail itself Laws of any jurisdiction where the benefits of the exemptions under the Securities Act afforded by such RuleCompany's securities are listed).

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; (b) file Take such action as is reasonable and customary or as is necessary to enable the Holders to sell their Registrable Securities to the public and to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) File with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the Exchange Act;; and (cd) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request request: a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 and of 144, the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies); a copy of the most recent annual or quarterly report of the Company, ; and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 promulgated under the Securities Act and regulations any comparable provision of the Commission which any Applicable Securities Laws that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, Registration or at all times after the Common Stock of the Company shall initially be registered pursuant to a Registration Statement on Form F-3 or Form S-3 (or any comparable form in a jurisdiction other than the requirements of Section 12 of the Exchange ActUnited States), the Company agrees at its cost and expense to use its best efforts to: (a) 13.1 make and keep public information available, as those terms are understood within and defined in Rule 144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times following ninety (90) days after the effective date of the first Registration under the Securities ActAct filed by the Company for an offering of its securities to the general public; (b) 13.2 file with the Commission in a timely manner all reports and other documents required of the Company under all Applicable Securities Laws; and 13.3 at any time following ninety (90) days after the effective date of the first Registration under the Securities Act and filed by the Exchange Act; (c) Company for an offering of its securities to the general public by the Company, promptly furnish to each holder of any Holder holding Registrable SecuritiesShares, forthwith upon request (i) a written statement by the Company as to its compliance that it has complied with the reporting requirements of all Applicable Securities Laws at any time after it has become subject to such Rule 144 and reporting requirements or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Securities Act and the Exchange ActCompany’s securities are listed), (ii) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so as may be filed by the Company with the Commission, and (iii) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within Commission, that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable such securities without Registration or pursuant to Registration Statement on Form F-3 or Form S-3 (or any form comparable thereto under Applicable Securities in order to permit such holder to avail itself Laws of any jurisdiction where the benefits of the exemptions under the Company’s Securities Act afforded by such Ruleare listed).

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission which SEC that may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of or pursuant to a registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActShares, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s IPO), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing SEC that permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationForm F-3; and (d) furnish to each When a Holder of transfers any Registrable Securities which is a "qualified institutional buyer" within the meaning of pursuant to Rule 144A 144 under the Securities Act, promptly to furnish to such Holder forthwith upon written request from request, at the Company’s expense, (i) an opinion, dated as of the date of such transfer, of a counsel, in form and substance as is customarily given in such transfer and reasonably satisfactory to such Holder, addressed to such information Holder and (ii) any other representation letters dated as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits date of the exemptions under the Securities Act afforded by such Ruletransfer, in form and substance as is reasonably satisfactory to such Holder, and addressed to such Holder.

Rule 144 Reporting. With a view to making available to the Purchaser the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of Registration or pursuant to a Registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best commercially reasonable efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of so long as the Purchaser owns any Registrable Securities, (x) furnish to the Purchaser forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by of the Company as such holder the Purchser may reasonably request in availing itself of any rule or regulation of the Commission allowing that permits the selling of any such holder securities without Registration or pursuant to sell any Registrable Stock without registrationForm F-3; and and (dy) furnish to each Holder procure the removal of Registrable Securities which is a "qualified institutional buyer" within the meaning legend on the restricted securities of Rule 144A under the Securities ActCompany held by the Purchaser, promptly upon written request from if any, in connection with the resale by the Purchaser of such Holder, such information as may be required securities under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule144.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which SEC that may at any time permit the sale resales of the Registrable Securities Shares to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after registration, so long as a Holder owns any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActShares, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep “current public information information” available, as those terms are understood within and defined in Rule 144 144, at all times after the effective date of the first registration statement under the Securities ActAct filed by the Company for an offering of its securities to the general public; (b) file with the Commission SEC in a timely manner all reports and other documents required of to be filed by the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish to each holder of Registrable Securities, forthwith upon request a written statement by if the Company as is not required to its compliance with the reporting requirements of such Rule 144 file reports and of other documents under the Securities Act and the Exchange Act, make available other information as required by, and so long as necessary to permit sales of Registrable Shares pursuant to, Rule 144, and in any event make available (either by mailing a copy thereof, by posting on the Company’s website, or by press release) to each Holder a copy of: (i) the Company’s annual consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in accordance with U.S. generally accepted accounting principles in the most recent annual or quarterly United States, accompanied by an audit report of the Company’s independent accountants, and such other reports and documents so filed by no later than 90 days after the Company as such holder may reasonably request in availing itself end of any rule or regulation each fiscal year of the Commission allowing such holder to sell any Registrable Stock without registrationCompany; and (ii) the Company’s unaudited quarterly financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in a manner consistent with the preparation of the Company’s annual financial statements, no later than 45 days after the end of each of the first three fiscal quarters of the Company; and (d) furnish hold, a reasonable time after the availability of such financial statements and upon reasonable notice to each Holder the Holders (either by mail, by posting on the Company’s website, or by press release), a quarterly investor conference call to discuss such financial statements, which call will also include an opportunity for the Holders to ask questions of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from management with regard to such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rulefinancial statements.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing or pursuant to a registration statement, if the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities Shares of the Company are registered under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (ai) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (bii) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements); (ciii) furnish to each holder of any Holder, so long as the Holder owns any Registrable SecuritiesShares, forthwith upon request request, (A) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to a registration statement (at any time after it so qualifies) and (B) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (C) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (div) furnish provide notice in writing to each Holder that, at such time, has one or more designees on the Board of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser beginning and ending of any Registrable Securities “blackout period” in order connection with the Company’s publicly available issuances from time to permit such holder to avail itself time of the benefits of the exemptions under the Securities Act afforded by such Ruleearnings releases for fiscal quarters or fiscal years.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities Shares and Warrant Shares to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under 144, at all times that the Company is subject to the reporting requirements of the Securities ActAct or the Securities Exchange Act of 1934, as amended; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act;Act of 1934, as amended (at any time after it has become subject to such reporting requirements); and (c) So long as a Holder owns any Shares or Warrant Shares to furnish to each holder of Registrable Securities, the Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Securities Exchange ActAct of 1934 (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Purchaser may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder a Purchaser to sell any Registrable Stock such securities without registration; and (d) furnish . The Company further covenants that it will take such further action as any holder of Securities may reasonably request, to each Holder of Registrable the extent required from time to time to enable such Person to sell such Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions without registration under the Securities Act afforded within the requirements of the exemption provided by such RuleRule 144.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make a. Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date on which the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time (the "Exchange Act"); (b) b. Use its reasonable commercial efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) c. So long as an Investor owns any Restricted Securities to furnish to each holder of Registrable Securities, the Investor forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder an Investor may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder an Investor to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Use its best efforts to facilitate the sale of the Restricted Securities to the public, without registration under the Securities Act, pursuant to Rule 144 under the Securities Act, provided that this shall not require the Company to file reports under the Securities Act and the Exchange Act at anytime prior to the Company's being otherwise required to file such reports. (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after ninety (90) days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, (at any time after it has become subject to such reporting requirements); (cd) So long as a Holder owns any Restricted Securities to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to For the purpose of making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities Stock to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) Holders hereunder relating to effect any registrations), at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act; (b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; (c) furnish to each holder Holder of Registrable SecuritiesStock, forthwith promptly upon request request, a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities Stock which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities Stock in order to permit such holder Holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best good faith commercially reasonable efforts to: (a) make Make and keep public information available, regarding the Company available as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act after it has become subject to such reporting requirements, for so long as the Company remains subject to such reporting requirements; and (c) So long as a Holder owns any Restricted Securities and the Company remains subject to the reporting requirements of the Securities Act and the Exchange Act, furnish to each holder of Registrable Securities, the Holder forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. 10.1 With a view to making available the benefits of certain rules and regulations of the Commission which may at any time SEC that will permit the sale of the Registrable Securities to the public Vested Shares without registration (but in no way reducing with the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActSEC, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those such terms are understood within and defined in Rule 144 under 144(c)(i) of the Securities Act, at all times until the one year anniversary from the date on which there are no remaining Unvested Shares held by Sony under this Agreement; (b) file with the Commission SEC in a timely manner all reports and other documents required of to be filed by the Company under the Securities Exchange Act and of 1934, as amended (the “Exchange Act;”); and (c) furnish to each holder of Registrable Securitiesso long as Sony owns any Shares, forthwith upon request a written statement by Sony, if the Company as to its compliance with the reporting requirements of such Rule 144 is not filing reports and of the Securities Act and other documents under the Exchange Act, the Company will make available other information as required by, and so long as necessary to permit sales of the Shares pursuant to, Rule 144A (including the provision of information to Sony and prospective purchasers designated by Sony pursuant to Rule 144A(d)(4)) and, commencing at such time as sales are permitted under Rule 144, Rule 144A, and in any event shall make available (either by mailing a copy thereof, by posting on the Company’s website, or by press release) to Sony a copy of: (i) the Company’s annual consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in accordance with generally accepted accounting principles in the most recent annual or quarterly report United States, no later than 90 days after the end of each fiscal year of the Company, and such other reports and documents so filed by the Company as such holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (dii) furnish the Company’s quarterly consolidated financial statements (including at least balance sheets, statements of profit and loss, statements of stockholders’ equity and statements of cash flows) prepared in a manner substantially consistent with the preparation of the Company’s annual consolidated financial statements, no later than 45 days after the end of each fiscal quarter of the Company. 10.2 If the Company shall fail for any reason to each Holder satisfy the requirements of Registrable Securities clause (a) or (b) of this Section 10 (a “Public Information Failure”) then, in addition to Sony’s other available remedies, the Company shall pay to Sony, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Vested Shares then held by Sony (or a U.S. affiliate of Sony), an amount in cash equal to two percent (2.0%) of the aggregate value of the Vested Shares then held by Sony (or a U.S. affiliate of Sony) valued at the higher of the Agreement Date Closing Price or the average closing price per share of the Company’s Common Stock for the ten full trading days prior to, but not including, the day of the Public Information Failure on the day of a Public Information Failure and on every thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date such Public Information Failure is cured and (ii) such time that such public information is no longer required for Sony to transfer its Vested Shares pursuant to Rule 144. The payments to which Sony shall be entitled pursuant to this Section 10.2 are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (1) the last day of the calendar month during which such Public Information Failure Payments are incurred and (2) the third (3rd) business day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holdertimely manner, such information as may be required under Rule 144A Public Information Failure Payments shall bear interest at a rate equal to the lesser of 1.5% per month (prorated for delivery partial months) or the maximum amount allowed by applicable law until paid in full. Nothing herein shall limit Sony’s right to any prospective purchaser pursue actual damages for the Public Information Failure, and Sony shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rulespecific performance and/or injunctive relief.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, beginning ninety (90) days after (i) the effective date of the first registration statement filed by the Company for an offering of its securities to the general public, (ii) the Company registers a class of securities under Section 12 of the 1934 Act, or (iii) the Company issues an offering circular meeting the requirements of Regulation A under the Securities Act; (b) Then file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange 1934 Act;, (at any time after it has become subject to such reporting requirements); and (c) furnish Furnish to each holder of Registrable Securities, any Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act1934 Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best lawful efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder . In addition, if at any time following the effective date of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser first registration of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions Company's securities under the Securities Act afforded the Company shall cease to be subject to the requirements of Section 15(d) of the Exchange Act, the Company will make available to any of the Holders the information required by such RuleRule 15c2-11(a)(4) of the Exchange Act (or any corresponding rule hereafter in effect).

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities restricted securities (as defined in Rule 144 and any other rule or regulation of the Commission) to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) So long as a Holder owns any Restricted Securities (as defined in Rule 144 under the Securities Act) to furnish to each holder of Registrable Securities, such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public) and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder Take such action, including the voluntary registration of Registrable Securities which is a "qualified institutional buyer" within its Common Stock under Section 12 of the meaning of Rule 144A under the Securities Exchange Act, promptly upon written request from such Holderas is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such information action to be taken as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself soon as practicable after the end of the benefits fiscal year in which the first registration statement filed by the Company for the offering of its securities to the exemptions under the Securities Act afforded by such Rulegeneral public is declared effective.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any or pursuant to a registration statement covering on Form S-3 (or successor form thereof), after such time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Exchange Act ; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) So long as an Investor owns any Restricted Securities, to furnish to each holder of Registrable Securities, the Investor forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public) or its eligibility to register securities pursuant to Form S-3 (at any time after the end of the fiscal year in which the first registration statement under the Act filed by the Company becomes effective), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder an Investor may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder an Investor to sell any Registrable Stock such securities without registration; and (d) furnish Beginning after the date on which the Company would otherwise be a registrant entitled to each Holder of use Form S-3 to register the Registrable Securities which is a "qualified institutional buyer" within Securities, take such additional actions as are reasonably necessary to make the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions Company eligible under the Securities Act afforded by such Ruleand the Exchange Act to use Form S-3 to register Registrable Securities, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to and until five years from the requirements of Section 12 of the Exchange Actdate hereof, the Company agrees at its cost and expense to shall use its best efforts to: (ai) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, beginning 90 days after (i) the effective date of the first registration statement filed by the Company for an offering of its securities to the general public, (ii) the Company registers a class of securities under Section 12 of the Securities Exchange Act of 1934, as amended, or (iii) the Company issues an offering circular meeting the requirements of Regulation A under the Securities Act; (bii) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct of 1934, as amended (at any time after it has become subject to such reporting requirements); (ciii) furnish Furnish to each holder of Registrable Securities, forthwith any Holder promptly upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Securities Exchange ActAct of 1934 (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities by a Holder to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acta registration on Form S-3 or Form F-3, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public; (b) take such action, including the voluntary registration of its Ordinary Shares under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 or Form F-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) file with the Commission Commission, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and or the Exchange Act;, at all times after the effective date of the first registration under the Securities Act filed by the Company; and (cd) so long as a Holder owns any Restricted Securities, furnish to each holder of Registrable Securities, such Holder forthwith upon request request, (i) a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 144, and of the Securities Exchange Act and the Exchange Act(at any time after it has become subject to such reporting requirements) or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual annual, interim, quarterly or quarterly other report of the Company, and documents so filed by the Company, and (iii) such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules Rule 144 and regulations any other rule or regulation of the Commission which SEC that may at any time permit the sale a Holder to sell securities of the Registrable Securities Company to the public without registration (but in no way reducing or pursuant to a registration statement, if the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities Shares of the Company are registered under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Act, the Company agrees at its cost and expense to use its best efforts to: (ai) make and keep public information available, available as those terms are understood within and defined in Rule 144 under at all times after ninety (90) calendar days after the Securities Acteffective date of the first registration statement filed by the Company; (bii) file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements); (ciii) furnish to each holder of any Holder, so long as the Holder owns any Registrable SecuritiesShares, forthwith upon request request, (A) a written statement by the Company as to its compliance that it has complied with the reporting requirements of such Rule 144 and (at any time after ninety (90) calendar days after the effective date of the first registration statement filed by the Company), the Securities Act and the Securities Exchange ActAct (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to a registration statement (at any time after it so qualifies) and (B) a copy of the most recent annual or quarterly report of the Company, Company and such other reports and documents so filed by the Company Company, and (C) such other information as such holder may be reasonably request requested in availing itself any Holder of any rule or regulation of the Commission allowing SEC which permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationsuch form; and (div) furnish provide notice in writing to each Holder that, at such time, has one or more designees on the Board of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser beginning and ending of any Registrable Securities “blackout period” in order connection with the Company’s publicly available issuances from time to permit such holder to avail itself time of the benefits of the exemptions under the Securities Act afforded by such Ruleearnings releases for fiscal quarter or fiscal years.

Rule 144 Reporting. With a view to making available the benefits ------------------ of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best all reasonable efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (b) file Register its Common Stock on a registration statement on Form 8-A as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, as amended (at any time after it has become subject to such reporting requirements); (cd) So long as any of the Holders owns any Restricted Securities, to furnish to each holder of Registrable Securities, the Purchasers forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder the Purchasers may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder the Purchasers to sell any Registrable Stock such securities without registration; and (de) furnish to each Holder Remove the applicable legend from the Restricted Securities, upon the request of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, at such information time as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself the restrictions on the transfer of the benefits of the exemptions under the Securities Act afforded by such Ruleapplicable securities have terminated.

Rule 144 Reporting. With a view to making available the benefits ------------------ of certain rules and regulations of the Commission which that may at any time permit the sale of the Registrable Securities shares of Common Stock to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Use its best efforts to facilitate the sale of shares of Common Stock to the public, without registration under the Securities Act, pursuant to Rule 144 under the Securities Act, provided that this shall not require the Company to file reports under the Securities Act or the Exchange Act at any time prior to the Company's being otherwise required to file such reports; (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after 90 days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (cd) During any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, make available the information required to be provided by Rule 144A(d)(4); (e) So long as a Holder owns any shares of Common Stock which constitute restricted securities under Rule 144 to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making To make available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities (as that term is defined in Rule 144) to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the Securities Act filed by the Company for an offering of its equity securities to the general public so long as the Common Stock of the Company is registered under the Exchange Act; (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it has become subject to such reporting requirements so long as the Common Stock of the Company is registered under the Exchange Act; (c) So long as any Holder owns any Restricted Securities (as that term is defined in Rule 144), furnish to each holder of Registrable Securities, such Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 (at any time from and after ninety (90) days following the effective date of the first registration statement filed by the Company for an offering of its securities to the general public so long as the Common Stock of the Company is registered under the Exchange Act), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements so long as the Common Stock of the Company is registered under the Exchange Act), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder Holder or Common Stockholder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder Holder or Common Stockholder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act;, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"); ------------ (b) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) So long as a Warrant Holder owns any Restricted Securities, to furnish to each holder of Registrable Securities, the Warrant Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Warrant Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Warrant Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which SEC that may at any time permit the sale of the Registrable Securities Shares and any shares issued to any Purchaser pursuant to its exercise of the Warrant (“Warrant Shares”) to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Actregistration, the Company agrees at its cost and expense to use its reasonable best efforts to: (a) make Make and keep public information regarding the Company available, as those terms are understood within and defined in Rule 144 under 144, at all times from and after the Securities Act;date hereof until the Shares and Warrant Shares have their restrictive legends removed. (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities 1933 Act and the Securities Exchange Act;Act of 1934 at all times from and after the date hereof until the Shares and Warrant Shares have their restrictive legends removed. (c) So long as such Purchaser, together with its affiliates, owns any Securities, (i) unless otherwise available at no charge by access electronically to the SEC’s ▇▇▇▇▇ filing system (or any successor system), furnish to each holder of Registrable Securities, such Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder Purchaser may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder Purchaser to sell any Registrable Stock such securities without registration; andand (ii) to the extent accurate, furnish to such Purchaser upon reasonable request a written statement of the Company that it has complied with the reporting requirements of Rule 144 (d) furnish to each Holder Provide opinion(s) of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information counsel as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities reasonably necessary in order to permit for such holder Purchaser to avail itself of Rule 144 to allow such Purchaser to sell any Securities without registration, and remove, or cause to be removed, the benefits notation of any restrictive legend on such Purchaser’s book-entry account maintained by the exemptions under Company’s transfer agent, and bear all costs associated with the Securities Act afforded by removal of such Rulelegend in the Company’s books.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Register its Common Stock under Section 12(g) or 12(b) of the Exchange Act, as soon as practicable, but in any event not later than ninety (90) days after the close of the Company’s first fiscal year following the effective date of the first registration statement filed by the Company relating to a public offering other than to employees of the Company under an employee option plan or employee stock purchase plan; (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under 144, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (cd) So long as a Holder owns any Restricted Securities, furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and of any other reporting requirements of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed of the Company and other information in the possession of or reasonably obtainable by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available the benefits ------------------ of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Restricted Securities to the public without registration (but in no way reducing the rights of the holders of registration, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActCompany, the Company agrees at its cost and expense to use its best efforts to: (a) make Use its best efforts to facilitate the sale of the Restricted Securities to the public, without registration under the Securities Act, pursuant to Rule 144 under the Securities Act, provided that this shall not require the Company to file reports under the Securities Act and the Exchange Act at anytime prior to the Company's being otherwise required to file such reports. (b) Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities ActAct at all times after ninety (90) days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (bc) file File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, (at any time after it has become subject to such reporting requirements); (cd) So long as a Holder owns any Restricted Securities to furnish to each holder of Registrable Securities, the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as such holder Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Rule.

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of or pursuant to a registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements); (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing SEC that permits the selling of any such holder securities without registration or pursuant to sell any Registrable Stock without registrationForm F-3; and (d) furnish At the request of the New Investor, the Company shall use its best efforts to each Holder enable the New Investor to sell the maximum number of Registrable Securities which is a "qualified institutional buyer" within the meaning of permitted under Rule 144A under the Securities Act144, including without limitation, promptly upon written request issuing appropriate instructions to the Company’s share transfer agent to remove legends from the New Investor’s share certificates, causing the Company’s counsel to issue legal opinions to support such Holderinstructions, such information as may and if applicable, promptly issuing appropriate instructions to the Company’s share registrar and depository agent to convert the New Investor’s shares into depository receipts or similar instruments to be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself deposited into the New Investor’s brokerage account(s). The Company acknowledges that time is of the benefits essence with respect to its obligations under this section, and that any delay (whether intentional) will cause the New Investor irreparable harm and constitutes a material breach of the exemptions under the Securities Act afforded by such Ruleits obligations hereunder.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing or pursuant to a registration on Form S-3, after such time as the rights of the holders of such Registrable Securities) at all times after 90 days after any registration statement covering a Company shall have consummated an initial underwritten public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActStock, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep available adequate current public information availableinformation, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) Use commercially reasonable efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, forthwith to furnish to the Holder immediately upon request (i) to the extent accurate, a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder a Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish at any time after the Company has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself reporting requirements of the benefits of Exchange Act) or pursuant to Form S-3 (at any time after the exemptions under the Securities Act afforded by Company so qualifies to use such Ruleform).

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any or pursuant to a registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange Acton Form S-3, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public; (b) file Take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective; (c) File with the Commission SEC, in a timely manner manner, all reports and other documents required of the Company under the Securities Act and the or Exchange Act; (cd) furnish to each holder of So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request request: a written statement by the Company (i) as to its compliance with the reporting requirements of such said Rule 144 and of the Securities Act and of the Exchange Act, Act (at any time after it has become subject to such reporting requirements) or (ii) that it qualifies as a registrant whose securities may be registered pursuant to Form S-3 (at any time after it so qualifies); a copy of the most recent annual or quarterly report of the Company, ; and such other reports and documents so filed by the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission SEC allowing such holder it to sell any Registrable Stock such securities without registration; and (d) furnish registration or pursuant to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such Ruleform.

Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of such Registrable Securities) at all times after 90 days after any or pursuant to a registration statement covering on Form S-3, after such time as a public offering of securities of the Company under the Securities Act shall have become effective, or at all times after market exists for the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActStock, the Company agrees at its cost and expense to use its best efforts to: (a) make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public; (b) use commercially reasonable efforts to file with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such said Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to the reporting requirements of the Exchange Act), (ii) a copy of the most recent annual or quarterly report of the Company, Company and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder a Holder to sell any Registrable Stock such securities without registration; and registration (d) furnish at any time after the Company has become subject to each Holder of Registrable Securities which is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser of any Registrable Securities in order to permit such holder to avail itself reporting requirements of the benefits of Exchange Act) or pursuant to a registration statement on Form S-3 (at any time after the exemptions under the Securities Act afforded by Company so qualified to use such Ruleform).

Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the Commission SEC which may at any time permit the sale of the Registrable Securities to the public without registration (but in no way reducing the rights of the holders of or pursuant to a registration on Form F-3, after such Registrable Securities) at all times after 90 days after any registration statement covering time as a public offering of securities of market exists for the Company under the Securities Act shall have become effective, or at all times after the Common Stock of the Company shall initially be registered pursuant to the requirements of Section 12 of the Exchange ActOrdinary Shares, the Company agrees at its cost and expense to use its best efforts to: (a) make Make and keep public information available, as those terms are understood within and defined in Rule 144 under the Securities Act, at all times after ninety (90) days after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act; (b) file File with the Commission SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;Act (at any time after it has become subject to such reporting requirements); and (c) furnish to each holder of So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of such Rule 144 and (at any time after ninety (90) days after the effective date of the Company’s initial public offering), the Securities Act and the Exchange ActAct (at any time after it has become subject to such reporting requirements), or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents so filed by of the Company as such holder a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such holder to sell any Registrable Stock without registration; and (d) furnish to each Holder of Registrable Securities which is a "qualified institutional buyer" within SEC that permits the meaning of Rule 144A under the Securities Act, promptly upon written request from such Holder, such information as may be required under Rule 144A for delivery to any prospective purchaser selling of any Registrable Securities in order such securities without registration or pursuant to permit such holder to avail itself of the benefits of the exemptions under the Securities Act afforded by such RuleForm F-3.