Common use of Registration Failures Clause in Contracts

Registration Failures. If a Registration Failure occurs, then, in addition to all other available remedies that each Investor may pursue hereunder or under any other document or agreement to which it is a party, including the Transaction Documents (as defined below), the Company shall pay additional damages (the “Failure Payment”) to each Investor for each 30-day period (prorated for any partial period) after the date of such Registration Failure in an amount in cash equal to one percent (1.00%) of an amount equal to the product of (y) the number of Registrable Securities held by such Investor, multiplied by (z) the Market Price (as defined in the Warrants), in each case, as of the date such Registration Failure occurs (such product, the “Market Value of Registrable Securities”). Such payments shall accrue until the earlier of (i) such time as the Registration Failure has been cured and (ii) the first date following the first anniversary of the Closing Date on which all of the Registrable Securities may be disposed of for such Investors own account without restriction under Rule 144 (including, without limitation, volume restrictions) and without need for the availability of “current public information” under Rule 144, assuming the exercise of the Warrants for cash). Each Investor shall be entitled to its pro rata portion of any such payments based upon the number of Registrable Securities held by such Investor included, or to be included, as applicable, relative to the total number of Registrable Securities included, or to be included, as applicable, in the Registration Statement giving rise to such payment. Notwithstanding anything express or implied to the contrary in the foregoing provisions of this Section 5, (1) no Failure Payment shall accrue or be payable with respect to any period after the expiration of the applicable Registration Period, (2) no Failure Payment shall accrue or be payable to any Investor that holds any such Registrable Securities with respect to any period that a Registration Statement is unavailable for resales of Registrable Securities by such Investor solely due to a breach by such Investor of its obligations under Section 4 hereof and (3) in no event will the Company be obligated to make Failure Payments to any Investor in respect of any Registration Failure in an amount that exceeds nine percent (9.00%) of the aggregate value of the Registrable Securities at an assumed price per share of $1.69, except that this clause (3) shall not apply to any Registration Failure resulting from a failure by the Company to file a Registration Statement by the Initial Filing Deadline or satisfy the Registration Deadline for such initial Registration Statement..

Registration Failures. If a Registration Failure occurs, then, in addition to all other available remedies that each Investor may pursue hereunder or under any other document or agreement to which it is a party, including the Transaction Documents (as defined below), the Company shall pay additional damages (the “Failure Payment”) to each Investor for each 30-day period (prorated for any partial period) after the date of such Registration Failure in an amount in cash equal to one percent (1.00%) of an amount equal to the product of (y) the number of Registrable Securities held by such Investor, multiplied by (z) the Market Price (as defined in the Warrants)Closing Price, in each case, as of the date such Registration Failure occurs (such product, the “Market Value of Registrable Securities”). Such payments shall accrue until the earlier of (i) such time as the Registration Failure has been cured and (ii) the first date following the first anniversary of the Closing Date on which all of the Registrable Securities may be disposed of for such Investors own account without restriction under Rule 144 (including, without limitation, volume restrictions) and without need for the availability of “current public information” under Rule 144, assuming the issuance of the maximum number of Warrants that may be issued pursuant to the Indenture and the exercise of the Warrants for cash). Each Investor shall be entitled to its pro rata portion of any such payments based upon the number of Registrable Securities held by such Investor included, or to be included, as applicable, relative to the total number of Registrable Securities included, or to be included, as applicable, in the Registration Statement giving rise to such payment. Notwithstanding anything express or implied to the contrary in the foregoing provisions of this Section 5, (1) no Failure Payment shall accrue or be payable with respect to any period after the expiration of the applicable Registration Period, (2) no Failure Payment shall accrue or be payable to any Investor that holds any such Registrable Securities with respect to any period that a Registration Statement is unavailable for resales of Registrable Securities by such Investor solely due to a breach by such Investor of its obligations under Section 4 hereof hereof, (3) no Failure Payment shall accrue or be payable with respect to shares of Common Stock issued or issuable upon exercise of, in exchange for, or otherwise pursuant to or in respect of, the Warrants prior to the date such Warrants are issued or the Company becomes obligated to issue the Warrants under the Indenture and (34) in no event will the Company be obligated to make Failure Payments to any Investor in respect of any Registration Failure in an amount that exceeds nine percent (9.00%) of the aggregate value of the Registrable Securities at an assumed price per share of $1.69, except that this clause ([ ]3) shall not apply to any Registration Failure resulting from a failure by . 3 To be the Company to file a Registration Statement by the Initial Filing Deadline or satisfy the Registration Deadline for such initial Registration Statement..closing price on 2/28/23

Registration Failures. If a Registration Failure occurs, then, in addition to all other available remedies that each Investor may pursue hereunder or under any other document or agreement to which it is a party, including the Transaction Documents (as defined below), the Company shall pay additional damages (the “Failure Payment”) to each Investor for each 30-day period (prorated for any partial period) after the date of such Registration Failure in an amount in cash equal to one percent (1.00%) of an amount equal to the product of (y) the number of Registrable Securities held by such Investor, multiplied by (z) the Market Price (as defined in the Warrants)Closing Price, in each case, as of the date such Registration Failure occurs (such product, the “Market Value of Registrable Securities”). Such payments shall accrue until the earlier of (i) such time as the Registration Failure has been cured and (ii) the first date following the first anniversary of the Closing Date on which all of the Registrable Securities may be disposed of for such Investors own account without restriction under Rule 144 (including, without limitation, volume restrictions) and without need for the availability of “current public information” under Rule 144, assuming the issuance of the maximum number of Warrants that may be issued pursuant to the Indenture and the exercise of the Warrants for cash). Each Investor shall be entitled to its pro rata portion of any such payments based upon the number of Registrable Securities held by such Investor included, or to be included, as applicable, relative to the total number of Registrable Securities included, or to be included, as applicable, in the Registration Statement giving rise to such payment. Notwithstanding anything express or implied to the contrary in the foregoing provisions of this Section 5, (1) no Failure Payment shall accrue or be payable with respect to any period after the expiration of the applicable Registration Period, (2) no Failure Payment shall accrue or be payable to any Investor that holds any such Registrable Securities with respect to any period that a Registration Statement is unavailable for resales of Registrable Securities by such Investor solely due to a breach by such Investor of its obligations under Section 4 hereof hereof, (3) no Failure Payment shall accrue or be payable with respect to shares of Common Stock issued or issuable upon exercise of, in exchange for, or otherwise pursuant to or in respect of, the Warrants prior to the date such Warrants are issued or the Company becomes obligated to issue such Warrants under the Indenture and (34) in no event will the Company be obligated to make Failure Payments to any Investor in respect of any Registration Failure in an amount that exceeds nine percent (9.00%) of the aggregate value of the Registrable Securities at an assumed price per share of $1.69, except that this clause (3) shall not apply to any Registration Failure resulting from a failure by the Company to file a Registration Statement by the Initial Filing Deadline or satisfy the Registration Deadline for such initial Registration Statement..2.15.

Registration Failures. (a) (i) If a Registration Failure occurs, thenthe Company shall be required to pay to 313, (x) on the Closing Date an amount equal to $5,000,000 in addition to all other available remedies that cash and (y) on the last Business Day of each Investor may pursue hereunder or under any other document or agreement to calendar week after the week in which it the Closing Date occurs, an additional $250,000, if, as of the opening of business on such Business Day, such Registration Failure is then continuing; (ii) if a party, including the Transaction Documents (as defined below)Registration Default occurs, the Company shall be required to pay additional damages (the “Failure Payment”) to each Investor for each 30-day period (prorated for any partial period) after the date of such Registration Failure in an amount in cash equal to one percent (1.00%) of 313 on a daily basis an amount equal to $50,000 per Business Day for each Business Day that the product of Registration Default is continuing until the Registration Default ends. (yb) The Company shall immediately notify 313 if a Registration Failure or a Registration Default occurs. All amounts payable to 313 pursuant to Section 2.2(a) shall be paid by the number of Registrable Securities held Company, to an account designated by such Investor, multiplied by (z) the Market Price (as defined in the Warrants)313, in each case, as of immediately available funds sufficient to pay the date amounts then due. The amount payable to 313 pursuant to Section 2.2 (a)(i)(x) shall be payable at the Closing. The amounts payable to 313 pursuant to 2.2(a)(i)(y) and Section 2.2(a)(ii) shall be payable on the dates specified therein. Each obligation to pay such amounts shall be deemed to accrue from and including the day applicable Registration Failure occurs or Registration Default first occurs. (such productc) Notwithstanding anything else contained herein, no amounts shall be payable to 313 pursuant to Section 2.2(a) if the “Market Value proximate cause of Registrable Securities”). Such payments shall accrue until the earlier of (i) such time as the Registration Failure has been cured and (ii) the first date following the first anniversary of the Closing Date on which all of the Registrable Securities may be disposed of for such Investors own account without restriction under Rule 144 (including, without limitation, volume restrictions) and without need for the availability of “current public information” under Rule 144, assuming the exercise of the Warrants for cash). Each Investor shall be entitled to its pro rata portion of any such payments based upon the number of Registrable Securities held by such Investor included, or to be includedRegistration Default, as applicable, relative is the failure of 313 to the total number of Registrable Securities included, or to be included, as applicableprovide, in accordance with this Agreement, information reasonably requested by the Company (with reasonable prior notice) for use in the Shelf Registration Statement giving rise to such payment. Notwithstanding anything express or implied to the contrary any prospectus or prospectus supplement included therein. (d) The amounts set forth in the foregoing provisions of this Section 5, (1) no Failure Payment 2.2 shall accrue or be payable the sole monetary damages that 313 may claim under this Agreement with respect to any period after the expiration of the applicable Registration Period, (2) no Failure Payment shall accrue or be payable to any Investor that holds any such Registrable Securities with respect to any period that a Registration Statement is unavailable for resales Failure or Registration Default. For the avoidance of Registrable Securities by such Investor solely due to a breach by such Investor of its obligations under Section 4 hereof and (3) in no event will the Company be obligated to make Failure Payments to any Investor in respect of any Registration Failure in an amount that exceeds nine percent (9.00%) of the aggregate value of the Registrable Securities at an assumed price per share of $1.69doubt, except that this clause (3) shall not apply to any Registration Failure resulting from a failure by 313 may seek specific performance against the Company to file a cure such Registration Statement by the Initial Filing Deadline Failure or satisfy the Registration Deadline for such initial Registration Statement..Default.