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REPORTS UNDER THE SECURITIES EXCHANGE ACT. The Company agrees to file with the SEC in a timely manner all reports and other documents and information required of the Company under the 1934 Act, and take such other actions as may be necessary to assure the availability of Form S-1 for use in connection with the registration rights provided in this Agreement and Rule 144 for use in connection with resales of the Registrable Shares.

REPORTS UNDER THE SECURITIES EXCHANGE ACT. TheTo the extent the following actions by the Company will make available to any Holder the benefits of certain rules and regulations of the SEC which may permit the sale of restricted securities to the public without registration or pursuant to a registration on Form S-3, the Company agrees to # use its reasonable efforts to file with the SEC in a timely manner (after giving effect to all applicable grace periods) all reports and other documents and information requiredreferred to in Rule 144(c) to the extent the Company is then subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act; # furnish to any Holder promptly upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 or a copy of the most recent annual or quarterly report of the Company under(except to the 1934 Act,extent the same is available on the SEC’s website); and # take such other actions as may be necessaryreasonably required by the Company’s transfer agent to assure the availabilityconsummate any resale of Form S-1 for useRegistrable Securities in connectionaccordance with the registration rights provided in this Agreementterms and conditions of Rule 144 for use in connection with resales of the Registrable Shares.and this Agreement.

REPORTS UNDER THE SECURITIES EXCHANGE ACT. The Company agrees to file with the SEC in a timely manner all reports and other documents and information required of the Company under the 1934Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; c.furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, # a written statement by the Company that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, # a copy of the most recent annual or quarterly report of the Company and take such other actionsreports and documents so filed by the Company, and # such other information as may be necessaryreasonably requested to assurepermit the availability of Form S-1 for use in connection with the registration rights provided in this Agreement andInvestor to sell such securities pursuant to Rule 144 for use in connection with resales ofwithout registration; and d.take such additional action as is requested by the Investor to enable the Investor to sell the Registrable Shares.Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.

REPORTS UNDER THE SECURITIES EXCHANGE ACT. The Company agrees to file with the SEC in a timely manner all reports and other documents and information required of the Company under the 1934 Act,Securities Act and takethe Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other actions as may be necessary to assuredocuments is required for the availabilityapplicable provisions of Form S-1 for use in connection with the registration rights provided in this Agreement and Rule 144 for use in connection with resales of the Registrable Shares.144;

REPORTS UNDER THE SECURITIES EXCHANGE ACT. The Company agrees to file with the SEC in a timely manner all reports and other documents and information required of the Company under the 1934 Act,Securities Act and takethe Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other actions as may be necessary to assuredocuments is required for the availabilityapplicable provisions of Form S-1 for use in connection with the registration rights provided in this AgreementRule 144; and Rule 144 for use in connection with resales of the Registrable Shares.

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