INVESTOR AGREEMENT

Section 1.

Definitions. As used in this Agreement, the following terms shall have the following meanings:

1.1

“Affiliate” means, with respect to any Person, another Person that controls, is controlled by or is under common control with such Person.  A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.  For the purposes of this Agreement, in no event shall an Investor or any of its Affiliates be deemed Affiliates of the Company or any of its Affiliates, nor shall the Company or any of its Affiliates be deemed Affiliates of an Investor or any of its Affiliates. Further, each of the parties to this Agreement (other than the FF Beneficial Investor) acknowledges the FF Beneficial Investor and/or its Affiliates may have appointed a number of managers with discretionary mandates to invest and manage assets on behalf of the FF Beneficial Investor and/or its Affiliates.  The obligations under this Agreement will not apply to any conduct by a manager taken on the FF Beneficial

Investor’s and/or its Affiliate’s behalf provided such conduct is on a discretionary basis.

1.2

“Agreement” shall have the meaning set forth in the Preamble to this Agreement, including all Exhibits attached hereto.

1.3

“Ally Bridge” shall have the meaning set forth in the Preamble to this Agreement.

1.4

“beneficial owner,” “beneficially owns,” “beneficial ownership” and terms of similar import used in this Agreement shall, with respect to a Person, have the meaning set forth in Rule 13d-3 under the Exchange Act (i) assuming the full conversion into, and exercise and exchange for, shares of Common Stock of all Common Stock Equivalents beneficially owned by such Person and (ii) determined without regard for the number of days in which such Person has the right to acquire such beneficial ownership.

1.5

“Business Day” means any day except Saturday, Sunday and any legal holiday or a day on which banking institutions in Boston, Massachusetts generally are authorized or required by law or other governmental actions to close.

1.6

“Change of Control” shall occur if: (a) any Third Party acquires directly or indirectly the beneficial ownership of any voting security of the Company, or if the percentage ownership of such person or entity in the voting securities of the Company is increased through stock redemption, cancellation or other recapitalization, and immediately after such acquisition or increase such Third Party is, directly or indirectly, the beneficial owner of voting securities representing more than fifty percent (50%) of the total voting power of all of the then outstanding voting securities of the Company; (b) a merger, consolidation, recapitalization, or reorganization of the Company is consummated, other than any such transaction that would result in stockholders or equity holders of the Company immediately prior to such transaction owning at least fifty percent (50%) of the outstanding securities of the surviving entity (or its parent entity) immediately following such transaction; (c) the stockholders or equity holders of the Company approve a plan of complete liquidation of the Company, or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than pursuant to the transaction described above or to an Affiliate; or (d) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company (provided,  however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was recommended or approved by a vote of at

least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board).

1.7

“Closing Date” means the date on which the “Closing” (as defined in the Purchase Agreement) occurs.

1.8

“Common Stock” shall have the meaning set forth in the Preamble to this Agreement.

1.9

“Common Stock Equivalents” means any options, warrants or other securities or rights convertible into or exercisable or exchangeable for, whether directly or following conversion into or exercise or exchange for other options, warrants or other securities or rights, shares of Common Stock or any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of, or voting or other rights of, the Common Stock.

1.10

“Company” shall have the meaning set forth in the Preamble to this Agreement.

1.11

“Disposition” or “Dispose of” means any (i) pledge, sale, contract to sell, sale of any option or contract to purchase, purchase of any option or contract to sell, grant of any option, right or warrant for the sale of, or other disposition of or transfer of any shares of Common Stock, or any Common Stock Equivalents, including, without limitation, any “short sale” or similar arrangement, or (ii) swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of shares of Common Stock, whether any such swap or transaction is to be settled by delivery of securities, in cash or otherwise.

1.12

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

1.13

“Existing Registration Statement” shall have the meaning set forth in Section 2.1.

1.14

“FF Beneficial Investor” shall have the meaning set forth in the Preamble to this Agreement.

1.15

“FF Investor” shall have the meaning set forth in the Preamble to this Agreement.

1.16

“FF Side Letter” means the letter agreement in substantially the form attached as Exhibit D to the Purchase Agreement, to be entered into by and between the Company, the FF Beneficial Investor and the FF Investor

at the Closing (as defined in the Purchase Agreement), and as amended from time to time.

1.17

“Governmental Entity” means any court, agency, authority, department, regulatory body or other instrumentality of any government or country or of any national, federal, state, provincial, regional, county, city or other political subdivision of any such government or country or any supranational organization of which any such country is a member.

1.18

“Holder” means each Investor and any Permitted Transferee thereof (only for so long as such Person remains an Affiliate of such Investor), if any, in accordance with Section 6.8.  

1.19

“Investor” means any of the FF Investor or Ally Bridge and “Investors” means both of the FF Investor and Ally Bridge.

1.20

“Law” or “Laws” means all laws, statutes, rules, regulations, orders, judgments, injunctions and/or ordinances of any Governmental Entity.

1.21

“Lock-Up Securities” shall have the meaning set forth in Section 4.1.  

1.22

“Lock-Up Term” means the period from and after the date of this Agreement until the occurrence of any event set forth in Section 5.3.  

1.23

“Permitted Transferee” means, with respect to each Investor, (i) an Affiliate of such Investor, (ii)  the acquiring Person in the case of a Change of Control of such Investor; or (iii) in the case of the FF Investor and the FF Beneficial Investor, any Permitted Transferee (as defined in the FF Side Letter).

1.24

“Person” means any individual, limited liability company, partnership, firm, corporation, association, trust, unincorporated organization, government or any department or agency thereof or other entity, as well as any syndicate or group that would be deemed to be a Person under Section 13(d)(3) of the Exchange Act.

1.25

“Prospectus” means the prospectus forming a part of any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all amendments (including post-effective amendments) and including all material incorporated by reference or explicitly deemed to be incorporated by reference in such prospectus.

1.26

“Prospectus Supplement” shall have the meaning set forth in Section 2.1.

1.27

“Purchase Agreement” shall have the meaning set forth in the Preamble to this Agreement, and shall include all Exhibits attached thereto.

1.28

“Purchased Shares” shall have the meaning set forth in the Preamble to this Agreement, and shall be adjusted for (i) any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization and (ii) any Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the Purchased Shares.

1.29

“registers,” “registered,” and “registration” refer to a registration effected by preparing and filing a Registration Statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement or document by the SEC.

1.30

“Registrable Securities” means (i) the Purchased Shares, together with any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization and (ii) any Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the shares of Common Stock described in clause (i) of this definition, excluding in all cases, however, (A) any Registrable Securities if and after they have been transferred to a Permitted Transferee in a transaction in connection with which registration rights granted hereunder are not assigned, (B) any Registrable Securities in a public distribution or a public securities transaction, or (C) if an Investor and its Affiliates together own less than 500,000 Purchased Shares, such Investor’s Purchased Shares eligible for resale pursuant to Rule 144(b)(1)(i) under the Securities Act.

1.31

“Registration Expenses” means all expenses incurred by the Company in connection with the Prospectus Supplement pursuant to Section 2.1 or the Company’s compliance with Section 2.3, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky Laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of any Registrable Securities), expenses of printing (i) certificates for any Registrable Securities in a form eligible for deposit with the Depository Trust Company or (ii) Prospectus if the printing of Prospectus is requested by Holders, messenger and delivery expenses, fees and disbursements of counsel for the Company and its independent certified public accountants (including the expenses of any management review, cold comfort letters or any special audits required by or incident to such performance and compliance), Securities Act liability insurance (if the Company elects to obtain such insurance), the reasonable fees and expenses of any special experts retained by the Company in connection with such registration, fees and expenses of other Persons retained by the Company and the

reasonable fees and expenses (such fees and expenses not to exceed $15,000 for all Holders, selected by the Holders of a majority of the Registrable Securities. In addition, the Company will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Purchased Shares to be registered on each securities exchange, if any, on which equity securities issued by the Company are then listed or the quotation of such securities on any national securities exchange on which equity securities issued by the Company are then quoted.

1.32

“Registration Statement” means any registration statement of the Company under the Securities Act that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement (including post-effective amendments), and all exhibits and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Registration Statement.

1.33

“Required Period” means the period from and after the expiration of the Lock-Up Term until the earlier of (i) such time as all such Registrable Securities are sold under an effective Registration Statement or (ii) all such Registrable Securities are eligible for sale pursuant to Rule 144 and can be sold in no more than two transactions in a period of three months and one day in accordance with the volume limitations contained in Rule 144, as applicable.

1.34

“SEC” means the United States Securities and Exchange Commission.

1.35

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

1.36

“Selling Expenses” means all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement.

1.37

“Shares of Then Outstanding Common Stock” means, at any time, the issued and outstanding shares of Common Stock at such time, as well as all capital stock issued and outstanding as a result of any stock split, stock dividend, or reclassification of Common Stock distributable, on a pro rata basis, to all holders of Common Stock.

1.38

“Standstill Parties” shall have the meaning set forth in Section 3.1.  

1.39

“Standstill Term” means the period from and after the date of this Agreement until the occurrence of any event set forth in Section 5.2.  

1.40

“Third Party” means any Person (other than a Governmental Entity) other than each Investor, the Company or any of their respective Affiliates.

1.41

“Underwritten Offering” means a registration in which Registrable Securities are sold to an underwriter for reoffering to the public.

1.42

“Violation” shall have the meaning set forth in Section 2.7(a).  

Section 2.

Registration Rights.

2.1

Prospectus Supplement. Subject to the terms and conditions in this Agreement, the Company shall use its commercially reasonable efforts to file no later than the date six (6) months after the Closing Date, a supplement to the Company’s Prospectus dated July 1, 2013 (the “Prospectus Supplement”) to the Company’s existing Registration Statement (File No. 333-189718) filed by the Company on July 1, 2013 (the “Existing Registration Statement”) to cover the registration of the Registrable Securities in order to permit or facilitate the sale and distribution of all of the Registrable Securities by the Holders; provided,  however, that the Company shall not be obligated to file the Prospectus Supplement pursuant to this Section 2.1 if:

2.2

Continuous Effectiveness of Registration Statement. The Company will use its commercially reasonable efforts to keep the Existing Registration Statement and, once filed, the Prospectus Supplement continuously effective for the Required Period; provided, however, that if fifteen days prior to (or sooner at the election of the Company) the expiration of the Existing Registration Statement in accordance with Rule 415(a)(5) as promulgated under the Securities Act there remain Registrable Securities, the Company will use its commercially reasonable efforts to either file and have declared effective (if not automatically effective) a replacement Registration Statement on Form S-3 in accordance with Rule 415(a)(6) as promulgated under the Securities Act or a separate Registration Statement on Form S-3 or other appropriate form (which, for the avoidance of doubt, would be filed prior to the expiration of the Existing Registration Statement) (either such Registration Statement, the “Replacement Registration Statement”) to register the resale of the Registrable Securities and include in the prospectus (the “Replacement Prospectus”) for the Replacement Registration Statement the information contained, or to be contained, in the Prospectus Supplement, in which case the references in this Agreement to Prospectus Supplement shall mean the Replacement Prospectus.

2.3

Obligations of the Company. The Company shall:

2.4

Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself and the Registrable Securities held by it as shall be reasonably necessary to effect the registration of such Holder’s Registrable Securities.

2.5

No Underwritten Offering. Notwithstanding anything herein to the contrary, neither the Prospectus Supplement nor the plan of distribution for the Registrable Securities will contemplate, and the Company is not obligated to register the Registrable Securities for resale in, an Underwritten Offering.

2.6

Expenses. All Registration Expenses shall be borne by the Company. Solely to the extent that Company elects to pursue an Underwritten Offering, all Selling Expenses incurred in connection with any registration hereunder shall be borne by the Holders of Registrable Securities covered by a Registration Statement, pro rata on the basis of the number of Registrable Securities registered on their behalf in such Registration Statement.

2.7

Indemnification. 

Section 3.

Restrictions on Beneficial Ownership.  

3.1

Standstill. During the Standstill Term each Investor and FF Beneficial Investor and their respective Affiliates (other than the FF Investor) (collectively, the “Standstill Parties”) shall not (and each Investor (other than the FF Investor) and the FF Beneficial Investor shall cause its Affiliates not to), without the prior written consent of the Board of Directors (or any committee thereof) of the Company, directly or indirectly:

Section 4.

Restrictions on Dispositions.

4.1

Lock-Up. During the Lock-Up Term, without the prior approval of the Company, each Investor shall not, and shall cause its Affiliates not to, Dispose of (x) any of the Purchased Shares, together with any shares of Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, and (y) any Common Stock issued as (or issuable upon the exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the shares of Common Stock described in clause (x) of this sentence (collectively, the “Lock-Up Securities”); provided,  however, that the foregoing shall not prohibit such Investor from (A) transferring Lock-Up Securities to a Permitted Transferee or (B) Disposing of any Lock-Up Securities in order to reduce the beneficial ownership of the Standstill Parties or the FF Beneficial Investor to 19.9%, or such lesser percentage as advised in good faith and in writing by such Investor’s certified public accountants that would not require such Investor to include in its financial statements its portion of the Company’s financial results, of the Shares of Then Outstanding Common Stock or, in the case of the FF Beneficial Investor as advised in good faith and in writing by the FF Beneficial Investor to enable it to comply with applicable law or official undertaking.

4.2

Certain Tender Offers. Notwithstanding any other provision of this Section 4, this Section 4 shall not prohibit or restrict any Disposition of Shares of Then Outstanding Common Stock and/or Common Stock Equivalents by the Standstill Parties into (a) a tender offer by a Third Party which is not opposed by the Company’s Board of Directors (but only after the Company’s filing of a Schedule 14D-9, or any amendment thereto, with the SEC disclosing the recommendation of the Company’s Board of Directors with respect to such tender offer) or (b) an issuer tender offer by the Company.

Section 5.

Termination of Certain Rights and Obligations.

5.1

Termination of Required Period. Except for Section 2.7, which shall survive until the expiration of any applicable statutes of limitation, Section 2 shall terminate automatically and have no further force or effect upon the earliest to occur of:

5.2

Termination of Standstill Term.  Section 3 shall terminate and have no further force or effect, upon the earliest to occur of:

5.3

Termination of Lock-Up Term.  Section 4 shall terminate and have no further force or effect upon the earliest to occur of:

5.4

Effect of Termination. No termination pursuant to any of Sections 6.1, 6.2, 6.3 or 6.4 shall relieve any of the parties (or the Permitted Transferee, if any) for liability for breach of or default under any of their respective obligations or restrictions under any terminated provision of this Agreement, which breach or default arose out of events or circumstances occurring or existing prior to the date of such termination.

Section 6.

Miscellaneous.  

6.1

Governing Law; Submission to Jurisdiction. This Agreement and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

6.2

Waiver. Waiver by a party of a breach hereunder by another party shall not be construed as a waiver of any subsequent breach of the same or any other provision. No delay or omission by a party in exercising or availing itself of any right, power or privilege hereunder shall preclude the later exercise of any such right, power or privilege by such party. No waiver shall be effective unless made in writing with specific reference to the relevant provision(s) of this Agreement and signed by a duly authorized representative of the party granting the waiver.

6.3

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.  All communications shall be sent to the respective parties at their address as set forth on Exhibit A hereto, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.3.  

6.4

Entire Agreement. This Agreement, the Purchase Agreement and in the case of the Company, the FF Investor and the FF Beneficial Investor, the FF Side Letter, contain the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements or understandings, whether written or oral, with respect hereto and thereto. The provisions of the FF Side Letter will prevail over the provisions of this Agreement to the extent of any inconsistency.

6.5

Amendments. Any term of this Agreement may be amended or terminated only with the written consent of the Company, the Holders and the FF Beneficial Investor.

6.6

Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.7

Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

6.8

Assignment.  

6.9

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

6.10

Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.11

Third Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or enforceable by any Third Party other than any Affiliate of an Investor. No Third Party with the exception of any Affiliate of an Investor shall obtain any right under any provision of this Agreement or shall by reason of any such provision make any claim in respect of any debt, liability or obligation (or otherwise) against any party hereto.

6.12

 No Strict Construction. This Agreement has been prepared jointly and will not be construed against any party.

6.13

Remedies. The rights, powers and remedies of the parties under this Agreement are cumulative and not exclusive of any other right, power or remedy which such

parties may have under any other agreement or Law. No single or partial assertion or exercise of any right, power or remedy of a party hereunder shall preclude any other or further assertion or exercise thereof.

6.14

Specific Performance. The Company and each Investor hereby acknowledge and agree that the rights of the parties hereunder are special, unique and of extraordinary character, and that if any party refuses or otherwise fails to act, or to cause its Affiliates to act, in accordance with the provisions of this Agreement, such refusal or failure may result in irreparable injury to the Company or such Investor, as the case may be, the exact amount of which would be difficult to ascertain or estimate and the remedies at law for which would not be reasonable or adequate compensation. Accordingly, if any party refuses or otherwise fails to act, or to cause its Affiliates to act, in accordance with the provisions of this Agreement, then, in addition to any other remedy which may be available to any damaged party at law or in equity, such damaged party will be entitled to seek specific performance and injunctive relief, without posting bond or other security, and without the necessity of proving actual or threatened damages, which remedy such damaged party will be entitled to seek in any court of competent jurisdiction.

6.15

No Conflicting Agreements. Each Investor hereby represents and warrants to the Company that neither it nor any of its Affiliates is, as of the date of this Agreement, a party to, and agrees that neither it nor any of its Affiliates shall, on or after the date of this Agreement, enter into any agreement that conflicts with the rights granted to the Company in this Agreement. The Company hereby represents and warrants to each Holder that it is not, as of the date of this Agreement, a party to, and agrees that it shall not, on or after the date of this Agreement, enter into any agreement or approve any amendment to its organizational documents with respect to its securities that conflicts with the rights granted to the Holders in this Agreement. The Company further represents and warrants that the rights granted to the Holders hereunder do not in any way conflict with the rights granted to any other holder of the Company’s securities under any other agreements.

6.16

No Publicity. The parties hereto agree that the provisions of Section 4.1 of the Purchase Agreement shall be applicable to the parties to this Agreement with respect to any public disclosures regarding the proposed transactions contemplated hereby or by the Purchase Agreement or regarding the parties hereto or their Affiliates (it being understood that the provisions of Section 4.1 of the Purchase Agreement shall be read to apply to disclosures of information relating to this Agreement and the transactions contemplated hereby).

6.17

Limitation of Liability. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY (OR SUCH OTHER PARTY’S AFFILIATES) IN CONNECTION WITH THIS AGREEMENT FOR LOST REVENUE, LOST PROFITS, LOST SAVINGS, LOSS OF USE, DAMAGE TO GOODWILL, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES UNDER ANY THEORY, INCLUDING CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF THAT PARTY HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

6.18

Construction.  Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular

forms of nouns, pronouns, and verbs shall include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and, if applicable, hereof.  A reference to any party hereto includes such party’s permitted assignees and/or the respective successors in title to substantially the whole of such party’s undertaking. All references to “Sections” and “Exhibits” contained in this Agreement are, unless specifically indicated otherwise, references to sections or exhibits of or to this Agreement.  The recitals and exhibits to this Agreement form part of the operative provisions of this Agreement and references to this Agreement shall, unless the context otherwise requires, include references to the recitals and exhibits to this Agreement.  As used in this Agreement, the following terms shall have the meanings indicated: (a) “day” means a calendar day; (b) “U.S.” or “United States” means the United States of America; (c) “dollar” or “$” means lawful currency of the United States; (d) “including” or “include” means “including without limitation”; and (e) references in this Agreement to specific laws includes the succeeding law, section, or provision corresponding thereto and the rules and regulations promulgated thereunder.