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 3.4, 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 S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, 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 covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and in no event later than ninety (90) days after the Resale Shelf Registration Statement is 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 the Company files a Form S-1 pursuant to this Section 2.1, the Company shall use its commercially reasonable efforts to File a Form S-3 with the purpose of replacing the Form S-1 promptly after the Company is eligible to use Form S-3. The Resale Shelf Registration Statement shall provide that the Registrable Securities may be sold pursuant to any method or combination 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 compliance by the Investors with Section 3.4, the The Company shall prepare and file or cause to be prepared and filed with the Commission, Commission no later than thirty the date that is ninety (3090) days following prior to the Closing Date, Restricted Period Termination Date (as defined in the Investor Rights Agreement) a Registration Statement on Form S-3 (or its successor form, or, if Form S-3 is not available to the Company is ineligible to use Form S-3Company, a Registration Statement on Form S-1, ) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors the Investor Parties of all of the Registrable Securities then held by such Investors that are not covered by an effective resale registration statement the Investor Parties (the “Resale Shelf Registration Statement”). The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared become effective as soon as possible after filing, and in no event later than ninety (90) days after the Resale Shelf Registration Statement is filed with the Commission, Restricted Period Termination Date and once effective, to keep the Resale Shelf Registration Statement continuously effective effective, and to supplement and amend the Resale Shelf Registration Statement to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, to ensure that another Registration Statement is available (which replacement Registration Statement shall be deemed a Resale Shelf Registration Statement), under the Securities Act at all times until such date as the expiration Investor Parties collectively beneficially own less than 15% of the outstanding shares of Common Stock on an as-converted basis (the “Effectiveness Period. In the event that the Company files a Form S-1 pursuant to this Section 2.1, the Company shall use its commercially reasonable efforts to File a Form S-3 with the purpose of replacing the Form S-1 promptly after the Company is eligible to use Form S-3”). The Resale Shelf Registration Statement shall contain a Prospectus in such form as to permit the Investor Parties to sell such Registrable Securities pursuant to Rule 415 (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 (subject to the provisions of the Investor Rights Agreement and this Agreement), and shall provide that the such Registrable Securities may be sold pursuant to any method or combination 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 InvestorsInvestor Parties.

Registration Statement Covering Resale of Registrable Securities. Provided compliance by the Investors with Section 3.4, 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 S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, 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 covered by an effective resale registration statement (the “Resale Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and in no event later than ninety (90) days after the Resale Shelf Registration Statement is 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 the Company files a Form S-1 pursuant to this Section 2.1, the Company shall use its commercially reasonable efforts to File a Form S-3 with the purpose of replacing the Form S-1 S1 promptly after the Company is eligible to use Form S-3. The Resale Shelf Registration Statement shall provide that the Registrable Securities may be sold pursuant to any method or combination 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 compliance by the Investors with Section 3.4, the The Company shall prepare and file or cause to be prepared and filed with the Commission, Commission no later than thirty the date that is ninety (3090) days following prior to the Closing Date, Restricted Period Termination Date (as defined in the Investor Rights Agreement) a Registration Statement on Form S-3 (or its successor form, or, if Form S-3 is not available to the Company is ineligible to use Form S-3Company, a Registration Statement on Form S-1, ) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Investors the Investor Parties of all of the Registrable Securities then held by such Investors that are not covered by an effective resale registration statement the Investor Parties (the “Resale Shelf Registration Statement”). The Company shall use commercially reasonable best efforts to cause the Resale Shelf Registration Statement to be declared become effective as soon as possible after filing, and in no event later than ninety (90) days after the Resale Shelf Registration Statement is filed with the Commission, Period Termination Date and once effective, to keep the Resale Shelf Registration Statement continuously effective effective, and to supplement and amend the Resale Shelf Registration Statement to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, to ensure that another Registration Statement is available (which replacement Registration Statement shall be deemed a Resale Shelf Registration Statement), under the Securities Act at all times until such date as the expiration Investor Parties collectively beneficially own less than 15% of the outstanding shares of Common Stock on an as-converted basis (the “Effectiveness Period. In the event that the Company files a Form S-1 pursuant to this Section 2.1, the Company shall use its commercially reasonable efforts to File a Form S-3 with the purpose of replacing the Form S-1 promptly after the Company is eligible to use Form S-3”). The Resale Shelf Registration Statement shall contain a Prospectus in such form as to permit the Investor Parties to sell such Registrable Securities pursuant to Rule 415 (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 (subject to the provisions of the Investor Rights Agreement and this Agreement), and shall provide that the such Registrable Securities may be sold pursuant to any method or combination 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 InvestorsInvestor Parties.

Registration Statement Covering Resale of Registrable Securities. Provided compliance by Subject to the Investors with Section 3.4terms and conditions of this Agreement, at any time after the date that is two years following the Effective Date and during the Effectiveness Period, as defined below, the Company shall prepare and file Holder may make a written request for registration (such written demand, a “Demand Registration”) under the Securities Act of all or cause any portion of its Registrable Securities pursuant to be prepared and filed with the Commission, no later than thirty (30) days following the Closing Date, a Registration Statement on Form S-3 or its successor form, or, if the Company is ineligible to use Form S-3, a Registration Statement on Form S-1, 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 covered by an effective resale registration statement the Holder (the “Resale Shelf Demand Registration Statement”); provided, however, that the Company shall not be obligated to file any such Demand Registration Statement: (i) if the holders of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such Registration Statement, propose to sell Registrable Securities with an aggregate market price at the time of the request of less than $5 million, or (ii) if the Company has, within the three (3) month period preceding the date of such request, already effected a Demand Registration for the holder of Registrable Securities. The Demand Registration Statement shall be on Form S-3 (“Form S-3”) or, if Form S-3 is not then available to the Company, on Form S-1 or such other appropriate form permitting Registration of such Registrable Securities for resale by such Holder; provided, however, that if the Company has filed the Registration Statement on Form S-1 and subsequently becomes eligible to use Form S-3 or any equivalent or successor form, the Company shall (i) file a post-effective amendment to the Registration Statement converting such Registration Statement on Form S-1 to a Registration Statement on Form S-3 or any equivalent or successor form or (ii) withdraw the Registration Statement on Form S-1 and file a subsequent Registration Statement on Form S-3 or any equivalent or successor form, and shall contain a Prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the 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. The Company shall use commercially reasonable best efforts to cause the Resale Shelf Demand Registration Statement to be declared effective as soon as commercially possible after filing, and in no event later than ninety (90) days after the Resale Shelf Registration Statement is filed with the Commission, and once . Once effective, the Company shall use reasonable best efforts to keep the Resale Shelf Demand Registration Statement continuously effective and shall cause the Demand Registration Statement 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 such date as (i) all Registrable Securities covered by the expiration Demand Registration Statement have been sold, thereunder or pursuant to Rule 144, or (ii) the later of (x) each Holder of Registrable Securities covered by the Demand Registration Statement owns less than five percent (5%) of the Effectiveness Period. In the event that the Company files a Form S-1 pursuant to this Section 2.1, the Company shall use its commercially reasonable efforts to File a Form S-3 with the purpose of replacing the Form S-1 promptly after the Company is eligible to use Form S-3. The Resale Shelf Registration Statement shall provide that the Registrable Securities then-outstanding Common Stock and (y) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any method or combination of methods legally available to, and requested by, the Investors. Without limiting the foregoing, subject to any comments from successor rule promulgated thereafter by the Commission, each Registration Statement filed pursuant to this Section 2.1.1 shall include a ) (but with no volume or other restrictions or limitations) (the “plan of distribution” approved by Griid Investors holding a majority of the shares held by the Griid InvestorsEffectiveness Period”).