Common use of RELATED OBLIGATIONS Clause in Contracts

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until through the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement have been sold, or (ii) the date the Registrable Securities are become eligible to be sold pursuant to for sale without restriction under Rule 144(k) promulgated under the Securities Act of 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until either the earlier of (i) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act, or (ii) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date on which the Investor shall be able to sell all Registrable Securities without regard to the volume limitations under Rule 144 or the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of either (i) until the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act, or (ii) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or and (ii) the date on which all of such Registrable Securities are eligible to can be sold by the Investors pursuant to Rule 144(k) under the 1933 Securities Act (the "“Registration Period"”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the date that all of the Registrable Securities are eligible to may be sold pursuant to freely traded without registration under Rule 144(k) under the 1933 Securities Act or otherwise (the "“Registration Period")”) , which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) 144 under the 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement have been sold or (ii) the date the Registrable Securities are become eligible to be sold pursuant to for sale without restriction under Rule 144(k) promulgated under the 1933 Securities Act of 1933, as amended (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Unless and until Rule 144(k) becomes available with respect to the Registrable Securities, the Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor Investors shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "“Registration Period"”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of the (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the date on which all of the Registrable Securities are eligible to may be sold pursuant to Rule 144(k) under the 1933 Act 144 (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of the date on which (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are become eligible to be sold pursuant to for sale without restriction under Rule 144(k) promulgated under the Securites Act of 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the each Registration Statement Statement, if any, effective pursuant to Rule 415 at all times until the earlier of (i) the twelve (12) month anniversary of the Effective Date or (ii) the date on which the Investor Holders shall have sold all of the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "“Registration Period"”), which . The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements thereintherein (in the case of prospectuses, in the light of the circumstances in which they were made, ) not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of either (i) until the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act, or (ii) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of either (i) until the Registrable Securities are eligible to be sold pursuant to Rule 144 under the 1933 Act, or (ii) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act Statement, whichever period is shorter (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) two (2) years from the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under date such Registration Statement is declared effective by the 1933 Act SEC (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until until, except for Blackout Periods, the earlier of (i1) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement (the “Registration Period”) or (ii2) the Registrable Securities are eligible to be sold for sale pursuant to Rule 144(k) under the 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement (the "REGISTRATION PERIOD") or (ii) until such time as the Investor is eligible to sell the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor Buyers shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the until each Buyer will be able to sell all of its Registrable Securities are eligible to be sold free of restriction pursuant to Rule 144(k) under the 1933 Act (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each holder of Registrable Securities shall promptly and accurately respond to the Company's request at reasonable intervals regarding the amount of Registrable Securities held by such holder.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement have been sold or (ii) the date the Registrable Securities are become eligible to be sold pursuant to for sale without restriction under Rule 144(k) promulgated under the 1933 Securities Act of 1933, as amended (the "“Registration Period"”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of either (i) the Registrable Securities are eligible to be sold pursuant to Rule 144 under the 1933 Act, or (ii) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act which ever period is shorter (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the all Registrable Securities are eligible to be sold for sale pursuant to Rule 144(k) under the 1933 Act (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. Each holder of Registrable Securities shall promptly and accurately respond to the Company's request at reasonable intervals regarding the amount of Registrable Securities held by such holder.

RELATED OBLIGATIONS. (a) The Unless and until Rule 144(k) becomes available with respect to the Registrable Securities, the Company shall keep the any Registration Statement which includes Investors’ Registrable Securities effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor Investors shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "“Registration Period"”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) until all shared covered by the Registrable Securities are eligible to Registration Statement may be sold pursuant to Rule 144(k) under the 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of either (i) all of the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the Securities Act, or (ii) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act Statement, whichever is earlier (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of either (i) the Registrable Securities are eligible to be sold pursuant to Rule 144 under the 1933 Act, or (ii) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act whichever period short (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Unless and until Rule 144(k) becomes available with respect to the Registrable Securities, the Company shall keep the any Registration Statement which includes Investors' Registrable Securities effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor Investors shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "“Registration Period"”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of either (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act Act, or (ii) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement, whichever period is shorter (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) in the Registrable Securities event there are eligible to be sold pursuant to Rule 144(k) under no Advance Notices, as this term is defined in the 1933 Act Standby Equity Distribution Agreement, if the Standby Equity Distribution Agreement is terminated (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Subject to the provisions of Section 2(b), the Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "“Registration Period"”), which Registration Statement or they are eligible for sale under Rule 144 (k) (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of either (i) the Registrable Securities are eligible to sold pursuant to Rule 144(k) under the 1933 Act, or (ii) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act Statement, whichever period is shorter (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (iA) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (iiB) the date on which the Registrable Securities are eligible to may be sold without any volume restrictions pursuant to Rule 144(k) under of the 1933 Securities Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement Statement, or (ii) until such time as the Investor is eligible to sell the Registrable Securities are eligible to be sold pursuant to under the provisions of Rule 144(k) under the 1933 Act ), (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor Investors shall have sold all the Registrable Securities covered by such Registration Statement or (ii) until the Registrable Securities are eligible to be sold pursuant to for resale under Rule 144(k) under the 1933 Act (the "“Registration Period"”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of the date on which (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are become eligible to be sold pursuant to for sale without restriction under Rule 144(k) promulgated under the Securites Act of 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the a Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date on which the Investor Holders shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the date on which all of the 2 3 Registrable Securities are eligible to may be sold pursuant to Rule 144(k) under the 1933 Act 144 (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the a Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date on which the Investor Holders shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the date on which all of the Registrable Securities are eligible to may be sold pursuant to Rule 144(k) under the 1933 Act 144 (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of the date on which (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are become eligible to be sold pursuant to for sale without restriction under Rule 144(k) promulgated under the 1933 Securities Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold or is entitled to sell pursuant to the exemption from registration afforded by Rule 144(k) under the Securities Act, all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "“Registration Period"”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) a. The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold has disposed of all the Registrable Securities covered by such Registration Statement Shares or (iib) all Registrable Shares are may be freely resold by the Registrable Securities are eligible to be sold pursuant to Investor without any limitations under Rule 144(k) under the 1933 Act (the "“Registration Period"”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) twenty four (24) months after the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act date hereof (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of either (i) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act, or (ii) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the date that all of the Registrable Securities are eligible to may be sold pursuant to freely traded without registration under Rule 144(k) under the 1933 Securities Act or otherwise (the "Registration Period")) , which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until through the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement have been sold, or (ii) the date the Registrable Securities are become eligible to be sold pursuant to for sale without restriction under Rule 144(k) promulgated under the Securities Act of 1933 Act (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement Statement, or (ii) the date the Registrable Securities are become eligible to be sold pursuant to for sale without restriction under Rule 144(k) promulgated under the 1933 Securities Act of 1933, as amended (the "“Registration Period"”), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor shall have sold all of the Registrable Securities covered by such Registration Statement have been sold or (ii) the date the Registrable Securities are become eligible to be sold pursuant to Rule 144(kfor sale without restriction under Section 144 (k) promulgated under the 1933 Securities Act of 1933, as amended (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of either (i) all of the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the Securities Act, or (ii) the date on which the Investor shall have sold all the Registrable Securities covered by such Registration Statement or (ii) the Registrable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act Statement, whichever is shorter (the "Registration PeriodREGISTRATION PERIOD"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

RELATED OBLIGATIONS. (a) The Target Company shall keep the Registration Statement effective pursuant to Rule 415 at all times until the earlier of (i) date on which the Investor Seaside shall have sold all the Registrable Securities covered by such Registration Statement or (ii) until the Registrable date on which, in the opinion of counsel to the Target Company, Seaside shall be entitled to sell all of the Registerable Securities are eligible to be sold pursuant to Rule 144(k) under the 1933 Act 144 in one transaction (the "Registration Period"), which Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.