Common use of Registration Statement Covering Resale of Registrable Securities Clause in Contracts

Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.5, TopCo shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty (30) days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo shall use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies TopCo that it will “review” the Registration Statement) and (ii) ten (10) Business Days after TopCo is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo shall use its commercially reasonable efforts to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable after TopCo is eligible to use Form F-3 or S-3.

Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty (30) days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but and in no event later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies TopCo that it will “review” the Registration Statement) and (ii) ten (10) Business Days after TopCo is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewis filed with the Commission, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo the Company files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert File a Form S-3 with the purpose of replacing the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable promptly after TopCo the Company is eligible to use Form F-3 S-3. The Resale Shelf Registration Statement shall provide that the Registrable Securities may be sold pursuant to any method or S-3combination of methods legally available to, and requested by, the Investors. Without limiting the foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 2.1.1 shall include a “plan of distribution” approved by Griid Investors holding a majority of the shares held by the Griid Investors.

Registration Statement Covering Resale of Registrable Securities. Provided Subject to compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty forty five (3045) days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by pursuant to any method or combination of methods legally available to, and requested by, the Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible practicable after filing, but in any event no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof (or one hundred twenty (120) days if the SEC Commission notifies TopCo the Company that it will “review” the Registration Statement) after the date of this Agreement and (ii) ten the tenth (1010th) Business Days Day after TopCo the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the such Registration Statement will not be “reviewed” or will not be subject to further review, and and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo the Company files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable after TopCo the Company is eligible to use Form F-3 or S-3. When effective, a Registration Statement filed pursuant to this Section 2.1 (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act.

Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, as soon as reasonably practical, but in no event later than thirty ten (3010) calendar days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicableS-l, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but and in no event later than the earlier of (ix) sixty (60) the 60th calendar days day after the filing thereof Closing (or ninety (90) the 90th calendar days after the filing thereof day if the SEC notifies TopCo (orally or in writing, whichever is earlier) the Company that it will “review” the Resale Shelf Registration Statement) and and, (iiy) ten the fifth (105th) Business Days Day after TopCo the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review, and once . Once effective, the Company shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness PeriodPeriod (as defined below). In the event that TopCo the Company files a Form F-1 or S-1 S-l pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert the Form F-1 or S-1 S-l to a Form F-3 or S-3 as soon as practicable promptly after TopCo the Company is eligible to use Form F-3 S-3. The Resale Shelf Registration Statement shall provide that the Registrable Securities may be sold pursuant to any method or S-3combination of methods legally available to, and requested by, the Investors, including the registration of the distribution to its shareholders, partners, members or other affiliates. Without limiting the foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 2.1.1 shall include a “plan of distribution” approved by Investors holding a majority of the Registrable Securities.

Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.5, TopCo The Company shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the Commission, no later than thirty one hundred twenty (30120) days following the Closing Date(the “Filing Deadline”), a Registration Statement on Form F-3 or S-3, as applicable, or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors the Sxxxxxx Parties and MPT of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement the Sxxxxxx Parties and MPT (the “Resale Shelf Registration Statement”). TopCo The Resale Shelf Registration Statement shall be on Form S-3 (“Form S-3”), or if Form S-3 is not then available to the Company for such Registration Statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, that if Form S-3 is not available for such offering, the Company shall file, within thirty (30) days of such time as Form S-3 is available for the Resale Shelf Registration Statement, a post-effective amendment to the Resale Shelf Registration Statement then in effect, or otherwise file a Registration Statement on Form S-3, registering the Registrable Securities for resale in accordance with the immediately preceding sentence on Form S-3 (provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement (or post-effective amendment) on Form S-3 covering such Registrable Securities has been declared effective by the Commission). The Company shall use reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but in no event later than the earlier of (i) sixty (60) calendar days following the Filing Deadline and (ii) three (3) Business Days after the filing thereof Commission notifies the Company that it will not review the Resale Shelf Registration Statement, if applicable (or the “Effectiveness Deadline”); provided, that, if the Registration Statement filed pursuant to this Section 7.1(a) is reviewed by, and the Company receives comments from, the Commission with respect to such Registration Statement, the Effectiveness Deadline shall be extended to ninety (90) calendar days after following the filing thereof if Filing Deadline. Without limiting the SEC notifies TopCo that it will “review” the Registration Statement) and foregoing, as soon as practicable, but in no event later than three (ii) ten (103) Business Days after TopCo is notified (orally Days, following the resolution or in writingclearance of all Commission comments or, whichever is earlier) if applicable, following notification by the SEC Commission that the any such Registration Statement will not be “reviewed” or any amendment thereto will not be subject to further review, the Company shall file a request for acceleration of effectiveness of such Registration Statement (to the extent required, by declaration or ordering of effectiveness, of such Registration Statement or amendment by the Commission) to a time and once date not later than two (2) Business Days after the submission of such request. Once effective, the Company shall use reasonable best efforts to keep the Resale Shelf Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all times until for the expiration public resale of all of the Effectiveness PeriodRegistrable Securities until such date as all Registrable Securities covered by the Resale Shelf Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement. In The Resale Shelf Registration Statement shall contain a Prospectus in such form as to permit any Sxxxxxx Party and MPT to sell such Registrable Securities pursuant to Rule 415 under the event Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement, and the Company shall file with the Commission the final form of such Prospectus pursuant to Rule 424 (or successor thereto) under the Securities Act no later than the first (1st) Business Day after the Resale Shelf Registration Statement becomes effective. The Resale Shelf Registration Statement shall provide that TopCo files a Form F-1 the Registrable Securities may be sold pursuant to any method or S-1 combination of methods legally available to, and requested by, the Sxxxxxx Parties or MPT. Without limiting the foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 2.1, TopCo 7.1 shall use include a “plan of distribution” approved by RDLT in his reasonable discretion (with respect to the Sxxxxxx Parties) and MPT in its commercially reasonable efforts discretion (with respect to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable after TopCo is eligible to use Form F-3 or S-3MPT).

Registration Statement Covering Resale of Registrable Securities. Provided Subject to compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty forty five (3045) calendar days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by pursuant to any method or combination of methods legally available to, and requested by, the Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible practicable after filing, but in any event no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days if the SEC Commission notifies TopCo the Company that it will “review” the Registration Statement) after the date of this Agreement and (ii) ten the tenth (1010th) Business Days Day after TopCo the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the such Registration Statement will not be “reviewed” or will not be subject to further review, and and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo the Company files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable after TopCo the Company is eligible to use Form F-3 or S-3. When effective, a Registration Statement filed pursuant to this Section 2.1 (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act.

Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty (30) days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but and in no event later than the earlier of (i) sixty (60) calendar 90 days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies TopCo that it will “review” the Registration Statement) and (ii) ten (10) Business Days after TopCo is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewis filed with the Commission, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo the Company files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable promptly after TopCo the Company is eligible to use Form F-3 S-3. The Resale Shelf Registration Statement shall provide that the Registrable Securities may be sold pursuant to any method or S-3combination of methods legally available to, and requested by, the Investors. Without limiting the foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 2.1.1 shall include a “plan of distribution” approved by Hunter Investors holding a majority of the shares held by the Hunter Investors.

Registration Statement Covering Resale of Registrable Securities. Provided Subject to compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty sixty (3060) calendar days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by pursuant to any method or combination of methods legally available to, and requested by, the Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible practicable after filing, but in any event no later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof (or one hundred twenty (120) calendar days if the SEC Commission notifies TopCo the Company that it will “review” the Registration Statement) after the date of this Agreement and (ii) ten the tenth (1010th) Business Days Day after TopCo the date the Company is notified (orally or in writing, whichever is earlier) by the SEC Commission that the such Registration Statement will not be “reviewed” or will not be subject to further review, and and, once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo the Company files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable after TopCo the Company is eligible to use Form F-3 or S-3. When effective, a Registration Statement filed pursuant to this Section 2.1 (including any documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act.

Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.53.4, TopCo the Company shall prepare and file or cause to be prepared and filed with the Commission, no later than thirty (30) days following the Closing Date, a Registration Statement on Form F-3 or S-3, as applicable, S-3 or its successor form, or, if the Company is ineligible to use Form F-3 or S-3, a Registration Statement on Form F-1 or S-1, as applicable, for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors of all of the Registrable Securities then held by such Investors that are not then covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). TopCo The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but and in no event later than the earlier of (i) sixty (60) calendar days after the filing thereof (or ninety (90) calendar days after the filing thereof if the SEC notifies TopCo that it will “review” the Registration Statement) and (ii) ten (10) Business Days after TopCo is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further reviewis filed with the Commission, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the expiration of the Effectiveness Period. In the event that TopCo the Company files a Form F-1 or S-1 pursuant to this Section 2.1, TopCo the Company shall use its commercially reasonable efforts to convert File a Form S-3 with the purpose of replacing the Form F-1 or S-1 to a Form F-3 or S-3 as soon as practicable S1 promptly after TopCo the Company is eligible to use Form F-3 S-3. The Resale Shelf Registration Statement shall provide that the Registrable Securities may be sold pursuant to any method or S-3combination of methods legally available to, and requested by, the Investors. Without limiting the foregoing, subject to any comments from the Commission, each Registration Statement filed pursuant to this Section 2.1.1 shall include a “plan of distribution” approved by Griid Investors holding a majority of the shares held by the Griid Investors.