Common use of SELLING SHAREHOLDERS Clause in Contracts

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notes, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, as of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 4 contracts

Samples: Registration Rights Agreement (Presto Automation Inc.), Registration Rights Agreement (Presto Automation Inc.), Registration Rights Agreement (Presto Automation Inc.)

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SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and/or those issuable to the selling shareholders pursuant to shareholders, upon the terms Exchange and conversion of certain of the Company’s promissory notesPreferred Stock. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, shares of common stock and Preferred Stock as of [●]________, 20242021, assuming the conversion of the notes Preferred Stock held by the selling shareholders on that date, without regard to any limitations on exercisesconversions. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock and Underlying Shares issuable to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Stock” described above and (ii) the maximum number of shares of common stock issued and common stock issuable pursuant to upon conversion of the notesPreferred Stock, determined as if the notes were outstanding Preferred Stock was fully converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesPreferred Stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of Preferred Stock which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION UNIQUE LOGISTICS INTERNATIONAL, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Unique Logistics International, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 3 contracts

Samples: Registration Rights Agreement (Unique Logistics International Inc), Securities Exchange Agreement (Unique Logistics International Inc), Registration Rights Agreement (Unique Logistics International Inc)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2023. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes“Private Placement of Shares of Common Stock” described above. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 3 contracts

Samples: Registration Rights Agreement (Presto Automation Inc.), Securities Purchase Agreement (Presto Automation Inc.), Registration Rights Agreement (Presto Automation Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notesdebentures. For additional information regarding the issuances of those notes, shares of debentures see “Private Placement of NotesDebentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesdebentures, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]January 12, 20242023, assuming the conversion of the notes debentures held by the selling shareholders on that date, without regard to any limitations on conversions or exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Debentures” described above and (ii) the maximum number of shares of common stock issuable pursuant to upon conversion of the notesdebentures, determined as if the notes outstanding debentures were converted or exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesdebentures. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the debentures, a selling shareholder may not convert the debentures to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of such debentures. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

Appears in 2 contracts

Samples: Registration Rights Agreement (Creatd, Inc.), Registration Rights Agreement (Creatd, Inc.)

SELLING SHAREHOLDERS. The common stock ordinary shares represented by ADSs being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon exercise of the Company’s promissory noteswarrants. For additional information regarding the issuances of those notesordinary shares and warrants, see “Private Placement of NotesOrdinary Shares represented by ADSs and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesordinary shares and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the ordinary shares of common stock represented by ADSs by each of the selling shareholders. The second column lists the number of ordinary shares of common stock represented by ADSs beneficially owned by each selling shareholder, based on its ownership of the notesordinary shares and warrants, as of [●]______, 2024, assuming the conversion exercise of the notes warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock represented by ADSs being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares represented by ADSs issued to the selling shareholders in the “Private Placement of Ordinary Shares represented by ADSs and Warrants” described above and (ii) the maximum number of ordinary shares represented by ADSs issuable upon exercise of common stock issuable pursuant to the notesrelated warrants, determined as if the notes outstanding warrants were converted exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesexercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Ordinary Shares Represented by ADSs Owned Prior to Offering Maximum Number of shares of Common Stock Ordinary Shares Represented by ADSs to be Sold Pursuant to this Prospectus Number of shares of Common Stock Ordinary Shares Represented by ADSs Owned After Offering ANNEX EXECUTION COPY Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation Evaxion Biotech A/S (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 2 contracts

Samples: Registration Rights Agreement (Evaxion Biotech a/S), Securities Purchase Agreement (Evaxion Biotech a/S)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notes, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the common shares of common stock by each of the selling shareholders. The second column lists the number of common shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notescommon shares, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2023. The third column lists the common shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of common shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesselling shareholders. The fourth third column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering ANNEX B-1 Annex C PRESTO AUTOMATION JXX.XX INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Jxx.XX Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 2 contracts

Samples: Registration Rights Agreement (Jet.AI Inc.), Registration Rights Agreement (Jet.AI Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notesPreferred Stock. For additional information regarding the issuances of those notesthe Preferred Stock, see “Private Placement of NotesPlacement” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesnotes and the shares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, Preferred Stock and warrants, as of [●]________, 20242022, assuming the conversion of the notes Preferred Stock [and exercise of Warrant] held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant to upon conversion of the notesPreferred Stock, determined as if the notes outstanding Preferred Stock were converted and exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesPreferred Stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Certificate of Designation, a selling shareholder may not convert shares of Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock that would exceed 9.99% of our then outstanding common stock following such conversion (the “Beneficial Ownership Limitation”), excluding, for purposes of such determination, shares of common stock issuable upon conversion of shares of Preferred Stock that have not been converted[ or exercise of warrants that have not been exercised]. A holder may, upon written notice to the Company, increase or decrease the Beneficial Ownership Limitation applicable to it to such other percentage limit, not to exceed 19.99%, as such holder may determine; provided, however, that any increase in such limitation will not be effective until the 61st day after such notice is delivered to the Company. The number of shares in the second column does not reflect any such Beneficial Ownership Limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION INCCHARGE ENTERPRISES, inc. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Charge Enterprises, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 2 contracts

Samples: Registration Rights Agreement (Charge Enterprises, Inc.), Registration Rights Agreement (Charge Enterprises, Inc.)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders stockholders are those issuable issued upon conversion of the Notes that were issued to the selling shareholders stockholders pursuant to the terms Securities Purchase Agreement dated as of certain of August 16,2019 (the Company’s promissory notes. For additional information regarding “Securities Purchase Agreement”), by and among the issuances of those notes, see “Private Placement of Notes” aboveCompany and the investors named therein. We are registering the shares of common stock Common Stock in order to permit the selling shareholders stockholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders stockholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholdersstockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholderstockholder, based on its ownership of the notes, Notes as of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercisesAugust 16,2019. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholdersstockholders and does not take in account any limitations on conversion of the Notes or issuance of Common Stock. In accordance with the terms of a registration rights agreement with the selling shareholdersstockholders (the “Registration Rights Agreement”), this prospectus generally covers the resale of at least the maximum sum of the number of shares of common stock issuable Common Stock issued upon conversion of the Notes issued pursuant to the notes, determined as if the notes were converted in full Securities Purchase Agreement as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders stockholders pursuant to this prospectus. Under the terms of the Notes, a selling stockholder may not convert the Notes to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 9.99% of our then outstanding shares of Common Stock following such exercise. The number of shares in the second column does not reflect these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

Appears in 2 contracts

Samples: Registration Rights Agreement (GT Biopharma, Inc.), Registration Rights Agreement (GT Biopharma, Inc.)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon exercise of the Company’s promissory notesshares of preferred stock. For additional information regarding the issuances of those notesshares of Common Stock, see “Private Placement of NotesPreferred Stock” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of Common Stock and preferred stock, as of [●]________, 20242022, assuming the conversion of the notes preferred stock held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the selling shareholders in the “Private Placement of Preferred Stock” described above and (ii) the maximum number of shares of common stock Common Stock issuable pursuant to upon conversion of the notesrelated preferred stock, determined as if the notes outstanding preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesexercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon conversion of such preferred stock which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION INCTONIX PHARMACEUTICALS HOLDING CORP. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation Tonix Pharmaceuticals Holding Corp. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 2 contracts

Samples: Registration Rights Agreement (Tonix Pharmaceuticals Holding Corp.), Registration Rights Agreement (Tonix Pharmaceuticals Holding Corp.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notesdebentures. For additional information regarding the issuances of those notes, shares of debentures see “Private Placement of NotesDebentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesdebentures, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]December 11, 20242022, assuming the conversion of the notes debentures held by the selling shareholders on that date, without regard to any limitations on conversions or exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Debentures” described above and (ii) the maximum number of shares of common stock issuable pursuant to upon conversion of the notesdebentures, determined as if the notes outstanding debentures were converted or exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesdebentures. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Name Under the terms of Selling Shareholder the debentures, a selling shareholder may not convert the debentures to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of such debentures. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner Name of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Selling Shareholder

Appears in 2 contracts

Samples: Registration Rights Agreement (Creatd, Inc.), Registration Rights Agreement (Creatd, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesLitigation Settlement” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock and as described in “Litigation Settlement” described above, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted selling shareholders in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. “Litigation Settlement” described above The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

Appears in 1 contract

Samples: Registration Rights Agreement (Microbot Medical Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms shareholders, upon conversion of certain of the Company’s promissory notespreferred stock. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesPreferred Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of preferred stock, as of [●]________, 20242018, assuming the conversion of the notes warrants held by the selling shareholders on that date, without regard to any limitations on exercisesconversions. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of (i) the number of shares of common stock issuable pursuant issued to the notesselling shareholders upon conversion of the preferred stock in the __________________, determined as if the notes outstanding preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notespreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversions would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% (or, at election of holder, 9.99%) of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the preferred stock which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION MJ HOLDINGS, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation MJ Holdings, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (MJ Holdings, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2021. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable pursuant issued to the notes, determined as if selling shareholders in the notes were converted in full as “Private Placement of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each Shares of Common Stock” described above as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Name The selling shareholders may sell all, some or none of Selling Shareholder Number their shares in this offering. See "Plan of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Distribution." Annex C PRESTO AUTOMATION BBQ HOLDINGS, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation BBQ Holdings, Inc., a Delaware Minnesota corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (BBQ Holdings, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable upon conversion of shares of Series A Convertible Preferred Stock previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notessecurities, see “Private Placement of NotesShares of Series A Convertible Preferred Stock” above. We are registering the shares of common stock issuable upon conversion of shares of Series A Convertible Preferred Stock in order to permit the selling shareholders to offer the shares of common stock for resale from time to time. Except for the ownership of the notesshares Series A Convertible Preferred Stock (and common stock issuable upon conversion thereof), the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 202420__, assuming the conversion of the notes Series A Convertible Preferred Stock held by the selling shareholders on that date, without regard to any limitations on exercisesconversions. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of (i) the number of shares of common stock issuable pursuant upon conversion of shares of Series A Convertible Preferred Stock previously issued to the notesselling shareholders in the “Private Placement of Shares of Series A Convertible Preferred Stock” described above, determined as if the notes outstanding shares of Series A Convertible Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesSeries A Convertible Preferred Stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of any shares of Series A Convertible Preferred Stock held by selling shareholders, a selling shareholder may not convert any such shares of Series A Convertible Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of such shares of Series A Convertible Preferred Stock which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION INCDIGITAL WORLD ACQUISITION CORP. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.Digital World Acquisition Corp., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Digital World Acquisition Corp.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notesDebentures. For additional information regarding the issuances of those notesthe Debentures, see “Private Placement of NotesDebentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesDebentures, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesDebentures, as of [●]________, 20242016, assuming the conversion of the notes Debentures held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant to upon conversion of the notesDebentures, determined as if the notes outstanding Debentures were converted exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesDebentures. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Debentures, a selling shareholder may not convert the Debentures to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the Debentures which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION SPIRAL TOYS, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Spiral Toys, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Spiral Toys Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement Placements of NotesCommon Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2018. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable issued to the selling shareholders pursuant to the notessecurities purchase agreement, determined as if the notes were converted in full dated as of the trading day immediately preceding the date this registration statement was initially filed with the SEC_______, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION Annex B AUDIOEYE, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation AudioEye, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Audioeye Inc)

SELLING SHAREHOLDERS. The shares of common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain of the Company’s promissory convertible notes. For additional information regarding the issuances issuance of those convertible notes, see “Private Placement of NotesConvertible Notes and Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesconvertible notes issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the convertible notes, as of [●]________, 20242016, assuming the conversion of the all convertible notes held by the selling shareholders on that date, without regard to any limitations on exercisesconversion, redemption or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least 120% of the sum of (i) the maximum number of shares of common stock issued and issuable pursuant to the notes, determined as if the convertible notes were converted in full as of the trading day Trading Day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) Shares as of the trading day Trading Day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementstatement is initially filed with the SEC. Because the conversion price of the convertible notes may be adjusted, without regard to any limitations on conversion the number of shares that will actually be issued may be more or exercise, as applicable, in less than the notesnumber of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the convertible notes, a selling shareholder may not convert the convertible notes to the extent such conversion would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding shares of common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the convertible notes which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[_____________] 0

Appears in 1 contract

Samples: Registration Rights Agreement (Enerpulse Technologies, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notespreferred stock. For additional information regarding the issuances of those notesshares of common stock, see "Private Placement of Notes” Preferred Shares" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 20242019, assuming the conversion of the notes preferred shares held by the selling shareholders on that date, without regard to any limitations on exercisesconversion. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the the maximum number of shares of common stock issuable pursuant to upon conversion of the notesrelated preferred stock, determined as if the notes outstanding preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notespreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the preferred stock which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION THEMAVEN, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (theMaven, Inc.)

SELLING SHAREHOLDERS. The shares of our common stock offered under this prospectus may be offered from time to time by the selling stockholders named below or by any of their respective pledgees, donees, transferees or other successors-in-interest. As used in this prospectus, the term “selling stockholders” includes the selling stockholders identified below and any donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling stockholder as a gift, pledge or other non-sale related transfer. The selling stockholders named below acquired the shares of our common stock being offered under this prospectus directly from us. We issued the shares to the selling stockholders in reliance on an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder. The following table sets forth as of [_]: (1) the name of each selling stockholder for whom we are registering shares of our common stock under the registration statement of which this prospectus is a part, (2) the number of shares of our common stock beneficially owned by each of the selling stockholders prior to the offering, determined in accordance with Rule 13d-3 under the Exchange Act, (3) the number of shares of our common stock that may be offered by each selling stockholder under this prospectus and (4) the number of shares of our common stock to be owned by each selling stockholder after completion of this offering. We will not receive any of the proceeds from the sale of the shares of our common stock offered under this prospectus. The amounts and information set forth below are based upon information provided to us by the selling shareholders are those issuable stockholders or their representatives, or on our records, as of [_]. The percentage of beneficial ownership for the following table is based on [_] shares of our common stock outstanding as of [_]. To our knowledge, except as indicated in the footnotes to this table, each stockholder named in the table has sole voting and investment power with respect to all shares of our common stock shown in the table to be beneficially owned by such stockholder. Except as described below, none of the selling shareholders pursuant to the terms of certain of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notes, the selling shareholders have not stockholders has had any position, office or other material relationship with us or any of our predecessors or affiliates within the past three years. The table below lists the selling shareholders and other In addition, based on information regarding the beneficial ownership of our shares of common stock by each provided to us, none of the selling shareholdersstockholders that are affiliates of broker-dealers, if any, purchased the shares of our common stock outside the ordinary course of business or, at the time of their acquisition of such shares, had any agreements, understandings or arrangements with any other persons, directly or indirectly, to dispose of the shares. The second column lists Information concerning the selling stockholders may change from time to time, and any changed information will be set forth in supplements to this prospectus to the extent required. Under the terms of the warrants, a selling shareholder may not convert the Preferred Stock or exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the noteswhich would exceed 4.99% or 9.99%, as applicable, of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of our then outstanding common stock being offered by this prospectus by the selling shareholders. In accordance with the terms following such exercise, excluding for purposes of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of such determination shares of common stock issuable pursuant to the notes, determined as if the notes were upon conversion of Preferred Stock and exercise of such warrants which have not been converted in full as or exercised. The number of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided shares in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notessecond and fourth columns do not reflect this limitation. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectusmay sell all, some or none of their shares in thisoffering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION UNIQUE FABRICATING, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Unique Fabricating, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Unique Fabricating, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notespreferred stock. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesPreferred Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 20242019, assuming the conversion of the notes preferred shares held by the selling shareholders on that date, without regard to any limitations on exercisesconversion. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant to upon conversion of the notesrelated preferred stock, determined as if the notes outstanding preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notespreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the preferred stock which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION THEMAVEN, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (theMaven, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notesdebenture. For additional information regarding the issuances of those notesshares of common stock and warrants, see “Private Placement of NotesDebentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesdebentures and shares of common stock, debentures and the warrants issued in the April 2019 Financing, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, shares of common stock as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2019. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes“Private Placement of Debentures” described above. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the debentures, a selling shareholder may not convert the debenture to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the debentures which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INCAnnex A-3 Annex B SAFE-T GROUP LTD. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.Safe-T Group Ltd., a Delaware an Israeli corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Safe-T Group Ltd.)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon exercise of the Company’s promissory noteswarrants. For additional information regarding the issuances issuance of those noteswarrants, see “Private Placement Issuance of NotesWarrants” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of convertible notes and warrants issued pursuant to the notesSecurities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the noteswarrants, as of [●], 2024200 , assuming the conversion exercise of the notes warrants held by the selling shareholders on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement agreements with the selling shareholders, this prospectus generally covers the resale of at least the maximum number of shares of common stock Common Stock issued and issuable pursuant to upon exercise of the notes, determined as if the notes were converted in full warrants as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as . Because the exercise price of the trading day immediately preceding warrants may be adjusted, the applicable date number of determination and all subject to adjustment as provided in shares that will actually be issued may be more or less than the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesnumber of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”Castlerigg Master Investments Ltd.(1) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.0

Appears in 1 contract

Samples: Registration Rights Agreement (Daystar Technologies Inc)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notes, shares of common stock see “[Private Placement of NotesSecurities]” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, as shares of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercisescommon stock. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable issued to the selling shareholders pursuant to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each Purchase Agreement as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Gaming Technologies, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Gaming Technologies, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]December 31, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2021. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant issued to the notes, determined as if selling shareholders in the notes were converted in full as “Private Placement of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each Shares of Common Stock” described above as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Name The selling shareholders may sell all, some or none of Selling Shareholder their shares in this offering. See “Plan of Distribution.” ANNEX B Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Name of Selling Shareholder ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.Orbsat Corp, a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Securities Purchase Agreement (Orbsat Corp)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesSelling Stockholders. For additional information regarding the issuances issuance of those notesshares, see “Private Placement of NotesConvertible Preferred Shares and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of Common Stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of Common Stock, as of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises____________. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. [Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such conversion or exercise, as the case may be, would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed [4.99%] [9.99]% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”] Name of Selling Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”Closing [OTHER BUYERS), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (GridIron BioNutrients, Inc.)

SELLING SHAREHOLDERS. The shares of common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain the convertible notes and upon exercise of the Company’s promissory noteswarrants (including, without limitation, the Xxxx Warrants). For additional information regarding the issuances issuance of those notesconvertible notes and warrants, see "Private Placement of Notes” Convertible Notes and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesconvertible notes and the warrants issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesconvertible notes and warrants, as of [●]________, 20242015, assuming the conversion of the all convertible notes and exercise of all warrants held by the selling shareholders on that date, without regard to any limitations on exercisesconversion, redemption or exercise. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least 125% of the sum of (i) the maximum number of shares of common stock issued and issuable pursuant to the notes, determined as if the convertible notes were converted in full as of the trading day Trading Day immediately preceding the date this the registration statement was is initially filed with the SEC, each and (ii) the maximum number of shares of common stock issued and issuable upon exercise of the related warrants (including, without limitation, the Xxxx Warrants) as of the trading day Trading Day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreementstatement is initially filed with the SEC. Because the conversion price of the convertible notes and the exercise price of the warrants may be adjusted, without regard to any limitations on conversion the number of shares that will actually be issued may be more or exercise, as applicable, in less than the notesnumber of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with Under the terms of the Registration Rights Agreement (convertible notes and the “Registration Rights Agreement”) warrants, a selling shareholder may not convert the convertible notes or exercise the warrants to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which this document is annexed. A copy would exceed 9.99% of our then outstanding shares of common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the Registration Rights Agreement is available from convertible notes which have not been converted and upon exercise of the Company upon request at the address set forth belowwarrants which have not been exercised. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto The number of shares in the Registration Rights Agreementsecond column does not reflect this limitation. Certain legal consequences arise from being named as a The selling stockholder shareholders may sell all, some or none of their shares in the Registration Statement and the related prospectusthis offering. Accordingly, holders and beneficial owners See "Plan of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusDistribution." Annex I -1

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Enerpulse Technologies, Inc.)

SELLING SHAREHOLDERS. The common stock Ordinary Shares being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesOrdinary Shares, see “Private Placement of NotesOrdinary Shares” above. We are registering the shares of common stock Ordinary Shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesOrdinary Shares, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our shares of common stock the Ordinary Shares by each of the selling shareholders. The second column lists the number of shares of common stock Ordinary Shares beneficially owned by each selling shareholder, based on its ownership of the notesOrdinary Shares, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2021. The third column lists the shares of common stock Ordinary Shares being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant Ordinary Shares issued to the notes, determined as if selling shareholders in the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each __________________ as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Ordinary Shares Owned Prior to Offering Maximum Number of shares of Common Stock Ordinary Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Ordinary Shares Owned After Offering ANNEX Annex C PRESTO AUTOMATION INCCN Energy Group. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Inc. Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of Presto Automation CN Energy Group. Inc., a Delaware corporation British Virgin Islands company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Cn Energy Group. Inc.)

SELLING SHAREHOLDERS. The common stock We are registering the shares of Common Stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership purchase of these shares of Common Stock from the notesCompany pursuant to that certain Share Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three yearsyears other than relationships described in our filings with the Securities and Exchange Commission. For additional information regarding the issuance of the shares of Common Stock being offered by the selling stockholders, see "Private Placement of Shares of Common Stock" above. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the notes, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2014. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of Shares Owned After Offering PLAN OF DISTRIBUTION We are registering the shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INCto permit the resale of these shares of Common Stock by the holders thereof from time to time after the date of this prospectus. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE We will not receive any of the proceeds from the sale by the selling shareholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock. The undersigned beneficial owner selling shareholders may sell all or a portion of common stock (the “Registrable Securities”) shares of Presto Automation Inc.Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in various transactions, which may involve crosses or block transactions, including the following: · transactions on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; · transactions in the over-the-counter market; · transactions otherwise than on these exchanges or systems or in the over-the-counter market; · through the writing of options, whether such options are listed on an options exchange or otherwise; · ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; · underwritten public offerings; · block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a Delaware corporation (portion of the “Company”), understands that block as principal to facilitate the Company has filed or intends to file transaction; · purchases by a broker-dealer as principal and resale by the broker-dealer for its account; · an exchange distribution in accordance with the Securities rules of the applicable exchange; · privately negotiated transactions; · short sales; · sales pursuant to Rule 144; · broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share; · a combination of any such methods of sale; and Exchange Commission · any other method permitted pursuant to applicable law. If the selling shareholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the “SEC”) types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares. The selling shareholders may pledge or grant a registration statement (security interest in some or all of the “Registration Statement”) for shares of Common Stock owned by them and, if they default in the registration performance of their secured obligations, the pledgees or secured parties may offer and resale sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 415 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended (amended, amending, if necessary, the “1933 list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling shareholders and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be "underwriters" within the meaning of the Securities Act”), and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling shareholder will sell any or all of the shares of Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part. The selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Registrable SecuritiesSecurities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the selling shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock. We will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, estimated to be $[____________] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in accordance with the terms registration rights agreements, or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related registration rights agreements, or we may be entitled to contribution. Once sold under the shelf registration statement, of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy prospectus forms a part, the shares of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto Common Stock will be freely tradable in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners hands of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectuspersons other than our affiliates.

Appears in 1 contract

Samples: Registration Rights Agreement (Infinity Cross Border Acquisition Corp)

SELLING SHAREHOLDERS. The shares of common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notesconvertible preferred shares and upon exercise of the warrants. For additional information regarding the issuances of those notesconvertible preferred shares, notes and warrants, see “Private Placement of NotesConvertible Preferred Shares, Notes and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesconvertible preferred shares, the notes and the warrants issued pursuant to the Securities Purchase Agreement2, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesconvertible preferred shares, notes and warrants, as of [●]________, 202420__, assuming the conversion of the notes all convertible preferred shares and exercise of all warrants held by the selling shareholders on that date, without regard to any limitations on exercisesthe issuance of Common Stock pursuant to the terms of the Certificate of Designations or upon exercise of the Warrants. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least the sum of 130% of (i) the intiial number of shares of common stock issued and issuable pursuant to the certificate of designations as of the date the registration statement is initially filed with the SEC and (ii) the maximum number of shares of common stock issued and issuable pursuant to upon exercise of the notes, determined as if the notes were converted in full related warrants as of the trading day immediately preceding date the date this registration statement was is initially filed with the SECSEC3, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, rights agreement and in each case without regard to any limitations on the issuance of shares of common stock pursuant to the terms of the certificate of designations or upon exercise of the warrants. Because the conversion price of the convertible preferred shares may be adjusted, the number of shares that will actually be issued may be more or exercise, as applicable, in less than the notesnumber of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the convertible preferred shares and the warrants, a selling shareholder may not convert the convertible preferred shares or exercise the warrants, to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of common stock which would exceed, except in limited circumstances with respect to the convertible preferred shares, 4.89% of our then outstanding shares of common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable pursuant to the terms of the certificate of 2 NTD: Need to describe the Governance Agreement. 3 NTD: To be updated for each Registration Statement, as necessary. designations if such convertible preferred shares have not been converted and upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Annex I-2 Name of Selling Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner Percentage of common stock Shares of Common Stock Owned After Offering [Starboard] (the “Registrable Securities”1) of Presto Automation Inc., a Delaware corporation 0 [*] [•% ] * Denotes less than one percent (the “Company”1.0%), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Acacia Research Corp)

SELLING SHAREHOLDERS. The shares of common stock being offered by the selling shareholders are those issuable issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesSecurities Purchase Agreement. For additional information regarding the issuances issuance of those notesthat common stock, see "Private Placement of Notes” Common Stock " above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the purchase of convertible notes and the warrants issued pursuant to a prior securities purchase agreement and a subsequent negotiated conversion of such notes, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notescommon stock, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2014. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable issued pursuant to the notes, determined as if the notes were converted in full Securities Purchase Agreement as of the trading day Trading Day immediately preceding the date this the registration statement was is initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

Appears in 1 contract

Samples: Registration Rights Agreement (Ener-Core Inc.)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of Common Stock, see “Private Placement of NotesPlacementabovein the Purchase Agreement. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock and warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders stockholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholdersstockholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholderstockholder, based on its ownership of the notesshares of common stock and warrants, as of [●]________, 20242023, assuming the conversion exercise of the notes warrants held by the selling shareholders stockholder on that date, without regard to any limitations on exercisesexercise. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholdersstockholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling stockholders in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, “Private Placement” described in the notesPurchase Agreement. The fourth column assumes the sale of all of the shares offered by the selling shareholders stockholders pursuant to this prospectus. Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION PRECISION OPTICS CORPORATION, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Presto Automation Inc.Precision Optics Corporation, a Delaware corporation Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Precision Optics Corporation, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notesconvertible preferred shares. For additional information regarding the issuances of those notesconvertible preferred shares, see "Private Placement of Notes” Convertible Preferred Shares" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of convertible preferred shares, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesconvertible preferred shares, as of [●]________, 20242016, assuming the conversion of the notes held all convertible preferred shares by the selling shareholders on that date, without regard to any limitations on exercisesconversions and/or redemptions of the convertible preferred shares. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issued and issuable pursuant to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesconvertible preferred shares. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the convertible preferred shares, a selling shareholder may not convert the convertible preferred shares to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the convertible preferred shares which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[___________________

Appears in 1 contract

Samples: Registration Rights Agreement (Nemus Bioscience, Inc.)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesSelling Stockholders. For additional information regarding the issuances issuance of those noteswarrant shares, see “Private Placement of NotesConvertible Preferred Shares and Warrants” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of Common Stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of Common Stock, as of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises____________. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. [Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such conversion or exercise, as the case may be, would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed [4.99%] [9.99]% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Common Stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”] Name of Selling Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”Closing [OTHER BUYERS), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (BTCS Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notesshares of convertible preferred stock. For additional information regarding the issuances of those notesshares of convertible preferred stock, see "Private Placement of Notes” Preferred Stock" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of convertible preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of convertible preferred stock, as of [●]________, 20242016, assuming the conversion of the notes shares of convertible preferred stock held by the selling shareholders on that date, without regard to any limitations on exercisesconversions. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable pursuant to upon conversion of the notesshares of convertible preferred stock, determined as if the notes outstanding shares of convertible preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesshares of convertible preferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the convertible preferred stock, a selling shareholder may not convert the convertible preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed ____% of our then outstanding common stock following such conversion excluding for purposes of such determination shares of common stock issuable upon conversion of the shares of convertible preferred stock which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE AIR INDUSTRIES GROUP Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.Air Industries Group, a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Securities Purchase Agreement (Air Industries Group)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon exercise of the Company’s promissory noteswarrants. For additional information regarding the issuances of those notesshares of preferred stock, common stock and warrants, see “Private Placement of NotesCommon Stock, Preferred Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of preferred stock, common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock and warrants, as of [●][ , 20242017, assuming the conversion exercise of the notes warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock (and shares of common stock underlying the preferred stock) issued to the selling shareholders in the [ and (ii) the maximum number of shares of common stock issuable pursuant to upon exercise of the notesrelated warrants, determined as if the notes outstanding warrants were converted exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesexercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock and warrants, a selling shareholder may not convert its preferred stock or exercise the warrants, as applicable, to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the preferred stock that has not been converted and exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION ALPHATEC HOLDINGS, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Alphatec Holdings, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Alphatec Holdings, Inc.)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders stockholders are those issuable issued upon conversion of the Notes that were issued to the selling shareholders stockholders pursuant to the terms Securities Purchase Agreement dated as of certain of February __, 2019 (the Company’s promissory notes. For additional information regarding “Securities Purchase Agreement”), by and among the issuances of those notes, see “Private Placement of Notes” aboveCompany and the investors named therein. We are registering the shares of common stock Common Stock in order to permit the selling shareholders stockholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders stockholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholdersstockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholderstockholder, based on its ownership of the notes, Notes as of [●]_________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2019. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholdersstockholders and does not take in account any limitations on conversion of the Notes or issuance of Common Stock. In accordance with the terms of a registration rights agreement with the selling shareholdersstockholders (the “Registration Rights Agreement”), this prospectus generally covers the resale of at least the maximum sum of the number of shares of common stock issuable Common Stock issued upon conversion of the Notes issued pursuant to the notes, determined as if the notes were converted in full Securities Purchase Agreement as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders stockholders pursuant to this prospectus. Under the terms of the Notes, a selling stockholder may not convert the Notes to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 9.99% of our then outstanding shares of Common Stock following such exercise. The number of shares in the second column does not reflect these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

Appears in 1 contract

Samples: Registration Rights Agreement (GT Biopharma, Inc.)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” aboveshareholders. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesSecurities, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of Common Stock, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2023. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the selling shareholders and (ii) the maximum number of shares of common stock Common Stock issuable pursuant to under the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SECNotes, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION RESONATE BLENDS INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation Resonate Blends Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Resonate Blends, Inc.)

SELLING SHAREHOLDERS. The common stock Common Stock being offered by the selling shareholders are those shares of Common stock issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” aboveConvertible Debenture. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for All capitalized terms not otherwise defined herein shall have the ownership of meanings ascribed thereto in the notes, the selling shareholders have not had any material relationship with us within the past three yearsRegistration Rights Agreement to which this Plan document is annexed. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the notes, shares of Common Stock as of [●]________, 2024_____, assuming the full conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercisesConvertible Debenture. The third column lists the shares of common stock Common Stock being offered by this prospectus the Prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus the Prospectus generally covers the resale of the maximum number of shares of common Common stock issuable pursuant to the notes, determined as if selling shareholders upon the notes were converted in full as conversion of the trading day immediately preceding Convertible Debenture prior to the date this registration statement the Registration Statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesCommission. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to the Prospectus. The selling shareholders may sell all, some or none of their shares in this prospectusoffering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusXXXXX SODA CO.

Appears in 1 contract

Samples: Registration Rights Agreement (Jones Soda Co)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notespreferred stock. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesPreferred Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 20242019, assuming the conversion of the notes preferred shares held by the selling shareholders on that date, without regard to any limitations on exercisesconversion. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the the maximum number of shares of common stock issuable pursuant to upon conversion of the notesrelated preferred stock, determined as if the notes outstanding preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notespreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the preferred stock which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION THEMAVEN, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (theMaven, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” abovePreferred Stock. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesPreferred Stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of Preferred Stock, as of [●]________, 20242022, assuming the conversion of the notes Preferred Stock held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant to upon conversion of the notesPreferred Stock, determined as if the notes outstanding Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesPreferred Stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Designation, a selling shareholder may not exercise the Preferred Stock and/or exercise the Warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the Preferred Stock which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION CHARGE ENTERPRISES, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Charge Enterprises, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Charge Enterprises, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesCommon Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises202__. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreementStock Purchase Agreement, without regard to any limitations dated February [ ], 2021 between Pyxis Tankers Inc. and each purchase identified on conversion or exercise, as applicable, in the notessignature page thereto. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may actually sell all, some or none of their shares in this offering. See “Plan of Distribution”. Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION PYXIS TANKERS INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.PXYIS TANKERS INC., a Delaware corporation organized under the laws of the Xxxxxxxx Islands (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Pyxis Tankers Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notes, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the common shares of common stock by each of the selling shareholders. The second column lists the number of common shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notescommon shares, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2022. The third column lists the common shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of common shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesselling shareholders. The fourth third column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering ANNEX Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE KALERA PUBLIC LIMITED COMPANY Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.Kalera Public Limited Company, a Delaware corporation incorporated in the Republic of Ireland (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Kalera Public LTD Co)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notesPreferred Stock. For additional information regarding the issuances of those notesshares of Common Stock, see “Private Placement of NotesPreferred Stock” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of Common Stock and Preferred Stock, as of [●]________, 20242022, assuming the conversion of the notes Preferred Stock held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the selling shareholders in the “Private Placement of Preferred Stock” described above and (ii) the maximum number of shares of common stock Common Stock issuable pursuant to upon conversion of the notesPreferred Stock, determined as if the notes outstanding Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesPreferred Stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock, a selling shareholder may not convert their Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock following such conversion, excluding for purposes of such determination shares of Common Stock issuable upon conversion of such Preferred Stock which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusAnnex B AKERNA CORP.

Appears in 1 contract

Samples: Registration Rights Agreement (Akerna Corp.)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notespreferred stock. For additional information regarding the issuances of those notesshares of Common Stock, see “Private Placement of NotesPreferred Stock” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of preferred stock and the underlying shares, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of Common Stock and warrants, as of [●], 20242022, assuming the conversion of the notes preferred stock held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant Common Stock issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement“Private Placement of Preferred Stock” described above, without regard to any limitations on the conversion or exercise, as applicable, in of the notespreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 19.99% of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon conversion of such shares which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION Annex B COMERA LIFE SCIENCES HOLDINGS, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE ., Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Presto Automation Inc.Comera Life Sciences Holdings, a Delaware corporation Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Comera Life Sciences Holdings, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notesdebentures. For additional information regarding the issuances of those notesshares of common stock and warrants, see “Private Placement of NotesDebentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock issuable upon conversion of the debentures, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock and warrants, as of [●], 20242018, assuming the conversion of the notes debentures held by the selling shareholders on that date, without regard to any limitations on exercisesconversions. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Debentures” described above and (ii) the maximum number of shares of common stock issuable pursuant to upon conversion of the notesdebentures, determined as if the notes outstanding debentures were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesexercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Name Under the terms of Selling Shareholder Number the debentures, a selling shareholder may not convert the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock Owned Prior to Offering Maximum Number common stock which would exceed 4.99% or 9.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of Common Stock to be Sold Pursuant to their shares in this Prospectus Number offering. See “Plan of shares of Common Stock Owned After Offering ANNEX Distribution.” Annex C PRESTO AUTOMATION iCAD, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation iCAD, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Icad Inc)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders stockholders are those issuable issued upon conversion of the Notes that were issued to the selling shareholders stockholders pursuant to the terms Securities Purchase Agreement dated as of certain of August 14,2019 (the Company’s promissory notes. For additional information regarding “Securities Purchase Agreement”), by and among the issuances of those notes, see “Private Placement of Notes” aboveCompany and the investors named therein. We are registering the shares of common stock Common Stock in order to permit the selling shareholders stockholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders stockholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholdersstockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholderstockholder, based on its ownership of the notes, Notes as of [●]April 20, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2020. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholdersstockholders and does not take in account any limitations on conversion of the Notes or issuance of Common Stock. In accordance with the terms of a registration rights agreement with the selling shareholdersstockholders (the “Registration Rights Agreement”), this prospectus generally covers the resale of at least the maximum sum of the number of shares of common stock issuable Common Stock issued upon conversion of the Notes issued pursuant to the notes, determined as if the notes were converted in full Securities Purchase Agreement as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders stockholders pursuant to this prospectus. Under the terms of the Notes, a selling stockholder may not convert the Notes to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 9.99% of our then outstanding shares of Common Stock following such exercise. The number of shares in the second column does not reflect these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

Appears in 1 contract

Samples: Registration Rights Agreement (GT Biopharma, Inc.)

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SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notes, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the common shares of common stock by each of the selling shareholders. The second column lists the number of common shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notescommon shares, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2023. The third column lists the common shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of common shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesselling shareholders. The fourth third column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering ANNEX Annex C PRESTO AUTOMATION JXX.XX INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Jxx.XX Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Jet.AI Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notesdebenture. For additional information regarding the issuances of those notesshares of common stock and warrants, see “Private Placement of NotesDebentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesdebentures and shares of common stock, debentures and the warrants issued in the April 2019 Financing, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, shares of common stock as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2019. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes“Private Placement of Debentures” described above. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the debentures, a selling shareholder may not convert the debenture to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the debentures which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INCAnnex B SAFE-T GROUP LTD. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.Safe-T Group Ltd., a Delaware an Israeli corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Safe-T Group Ltd.)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders stockholders are those issuable issued upon conversion of the Notes that were issued to the selling shareholders stockholders pursuant to the terms Securities Acquisition Agreements dated as of certain of July __, 2019 (the Company’s promissory notes. For additional information regarding “Securities Acquisitions Agreement”), by and among the issuances of those notes, see “Private Placement of Notes” aboveCompany and the investors named therein. We are registering the shares of common stock Common Stock in order to permit the selling shareholders stockholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders stockholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholdersstockholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholderstockholder, based on its ownership of the notesNote, as of [●]_________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2019. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholdersstockholders and does not take in account any limitations on (i) conversion of the Note or issuance of Common Stock. In accordance with the terms of a registration rights agreement with the selling shareholdersstockholders (the “Registration Rights Agreement”), this prospectus generally covers the resale of at least the maximum sum of (i) the number of shares of common stock issuable Common Stock issued upon conversion of the Notes issued pursuant to the notes, determined as if the notes were converted in full Securities Purchase Agreement as of the trading day immediately preceding the date this the registration statement was is initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in statement is initially filed with the notesSEC. The fourth column assumes the sale of all of the shares offered by the selling shareholders stockholders pursuant to this prospectus. Under the terms of the Notes, a selling stockholder may not convert the Notes to the extent such exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 9.99% of our then outstanding shares of Common Stock following such exercise. The number of shares in the second column does not reflect these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares Shares of Common Stock Owned Prior to Offering Maximum Number of shares Shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares Shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.Offering

Appears in 1 contract

Samples: Registration Rights Agreement (XpresSpa Group, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notesdebentures. For additional information regarding the issuances of those notes, shares of debentures see “Private Placement of NotesDebentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesdebentures, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]October __, 20242022, assuming the conversion of the notes debentures held by the selling shareholders on that date, without regard to any limitations on conversions or exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Debentures” described above and (ii) the maximum number of shares of common stock issuable pursuant to upon conversion of the notesdebentures, determined as if the notes outstanding debentures were converted or exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesdebentures. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the debentures, a selling shareholder may not convert the debentures to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of such debentures. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION CREATD, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Creatd, Inc., a Delaware Nevada corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Creatd, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notesdebentures. For additional information regarding the issuances of those notesshares of common stock and debentures, see “Private Placement of NotesShares of Common Stock and Debentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock and the debentures, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock and debentures, as of [●]________, 2024, assuming the conversion of the notes debentures held by the selling shareholders on that date, without regard to any limitations on exercisesconversion. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Debentures” described above and (ii) the maximum number of shares of common stock issuable pursuant to upon conversion of the notesdebentures, determined as if the notes outstanding debentures were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesdebentures. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the debentures, a selling shareholder may not convert the debentures to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of such debentures which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION BIONANO GENOMICS, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Bionano Genomics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Bionano Genomics, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notespreferred stock. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesPreferred Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 202420__, assuming the conversion of the notes preferred shares held by the selling shareholders on that date, without regard to any limitations on exercisesconversion. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant to upon conversion of the notesrelated preferred stock, determined as if the notes outstanding preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notespreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the preferred stock which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION THEMAVEN, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (theMaven, Inc.)

SELLING SHAREHOLDERS. The common stock ordinary shares represented by ADSs being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon exercise of the Company’s promissory noteswarrants. For additional information regarding the issuances of those notesordinary shares and warrants, see “Private Placement of NotesOrdinary Shares represented by ADSs and Warrants” above. We are registering the ordinary shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesordinary shares and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the ordinary shares of common stock represented by ADSs by each of the selling shareholders. The second column lists the number of ordinary shares of common stock represented by ADSs beneficially owned by each selling shareholder, based on its ownership of the notesordinary shares and warrants, as of [●]______, 2024, assuming the conversion exercise of the notes warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock represented by ADSs being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares represented by ADSs issued to the selling shareholders in the “Private Placement of Ordinary Shares represented by ADSs and Warrants” described above and (ii) the maximum number of ordinary shares represented by ADSs issuable upon exercise of common stock issuable pursuant to the notesrelated warrants, determined as if the notes outstanding warrants were converted exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesexercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed 4.99% or 9.99%, as applicable, of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Ordinary Shares Represented by ADSs Owned Prior to Offering Maximum Number of shares of Common Stock Ordinary Shares Represented by ADSs to be Sold Pursuant to this Prospectus Number of shares of Common Stock Ordinary Shares Represented by ADSs Owned After Offering ANNEX 29 November 2023 Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock Ordinary Shares (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation Evaxion Biotech A/S (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Investment Agreement (Evaxion Biotech a/S)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon exercise of the Company’s promissory notespreferred investment options. For additional information regarding the issuances of those notesshares of common stock and preferred investment options, see “Private Placement of NotesShares of Common Stock and Preferred Investment Options” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock and the preferred investment options, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock and preferred investment options, as of [●]August , 20242021, assuming the conversion exercise of the notes preferred investment options held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Shares of Common Stock and Preferred Investment Options” described above and (ii) the maximum number of shares of common stock issuable pursuant to upon exercise of the notesrelated preferred investment options, determined as if the notes outstanding preferred investment options were converted exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesexercise of the preferred investment options. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred investment options, a selling shareholder may not exercise the preferred investment options to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such preferred investment options which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION NRX PHARMACEUTICALS, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation NRX Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (NRX Pharmaceuticals, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, as of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant issued to the notesselling shareholders in the “Private Placement of Shares of Common Stock” described above, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION ASP ISOTOPES INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation ASP Isotopes Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (ASP Isotopes Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesCommon Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises201__. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreementStock Purchase Agreement, without regard to any limitations dated December [●], 2017 between Pyxis Tankers Inc. and each purchase identified on conversion or exercise, as applicable, in the notessignature page thereto. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may actually sell all, some or none of their shares in this offering. See “Plan of Distribution”. Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION PYXIS TANKERS INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.PXYIS TANKERS INC., a Delaware corporation organized under the laws of the Mxxxxxxx Islands (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Pyxis Tankers Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesCommon Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises202__. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreementSecurities Purchase Agreement, without regard to any limitations dated March [ ], 2021 between Second Sight Medical Products, Inc. and each purchaser identified on conversion or exercise, as applicable, in the notessignature page thereto. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may actually sell all, some or none of their shares in this offering. See “Plan of Distribution”. Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION SECOND SIGHT MEDICAL PRODUCTS INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.SECOND SIGHT MEDICAL PRODUCTS INC., a Delaware California corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Second Sight Medical Products Inc)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notesconvertible notes and upon exercise of the warrants. For additional information regarding the issuances issuance of those notesconvertible notes and warrants, see "Private Placement of Notes” Convertible Notes and Warrants" above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesconvertible notes and the warrants issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the notesconvertible notes and warrants, as of [●]________, 2024200_, assuming the conversion of the all convertible notes and exercise of all warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement agreements with the selling shareholders, this prospectus generally covers the resale of at least 130% of the sum of (i) the maximum number of shares of common stock Common Stock issuable pursuant to upon conversion of the notes, determined as if the convertible notes were converted in full as of the trading day immediately preceding the date the registration statement is initially filed with the SEC and (ii) the maximum number of shares of common stock issued and issuable upon exercise of the warrants, as of the Trading Day immediately preceding the date this registration statement was is initially filed with the SEC, each as . Because the conversion price of the trading day immediately preceding convertible notes and the applicable date exercise price of determination and all subject to adjustment as provided in the registration right agreementwarrants may be adjusted, without regard to any limitations on conversion the number of shares that will actually be issued may be more or exercise, as applicable, in less than the notesnumber of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the convertible notes and the warrants, a selling shareholder may not convert the convertible notes or exercise the warrants to the extent such conversion or exercise would cause such selling shareholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Common Stock issuable upon conversion of the convertible notes which have not been converted or upon exercise of the warrants which have not been exercised. The number of shares in the second column reflects this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock Highbridge International LLC (the “Registrable Securities”1) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[ ] 0 Cranshire Capital L.P. Iroquois Master Fund Ltd.

Appears in 1 contract

Samples: Registration Rights Agreement (Arotech Corp)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of Notes” aboveShares of Common Stock”. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, as shares of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercisescommon stock. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable pursuant issued to the notes, determined as if selling shareholders in the notes were converted in full as “Private Placement of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as Shares of the trading day immediately preceding the applicable date of determination Common Stock” described above and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION CHICKEN SOUP FOR THE SOUL ENTERTAINMENT INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Chicken Soup for the Soul Entertainment Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Chicken Soup for the Soul Entertainment, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms shareholders, upon conversion of certain of the Company’s promissory notespreferred stock. For additional information regarding the issuances of those notesshares of preferred stock and common stock issued and issuable upon conversion of the preferred stock, see “Private Placement of NotesShares of Preferred Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. [Except for the ownership of the notesshares of preferred stock and common stock issued and issuable upon conversion of the preferred stock, the selling shareholders have not had any material relationship with us within the past three years. .] The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of preferred stock, common stock and any other rights to purchase our common stock, as of [●]________, 20242022, assuming the conversion exercise of the notes any warrants or other rights held by the selling shareholders on that date, without regard to any limitations on exercises, and further assuming conversion in full of the preferred stock. The third column lists the shares of common stock (on an as-converted to common stock basis) being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued upon conversion of the preferred stock issued in the “Private Placement of Shares of Preferred Stock” described above and (ii) the maximum number of shares of common stock issuable pursuant to the notes, determined as if the notes were converted in full as upon conversion of the trading day immediately preceding preferred stock issued in the date this registration statement was initially filed with the SEC“Private Placement of Shares of Preferred Stock” described above, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION HISTOGEN INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Histogen Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Histogen Inc.)

SELLING SHAREHOLDERS. The common stock Common Stock being offered by the selling shareholders are those shares of Common stock issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” aboveConvertible Debenture. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for All capitalized terms not otherwise defined herein shall have the ownership of meanings ascribed thereto in the notes, the selling shareholders have not had any material relationship with us within the past three yearsRegistration Rights Agreement to which this Plan document is annexed. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the notes, shares of Common Stock as of [●]________, 20242021, assuming the full conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercisesConvertible Debenture. The third column lists the shares of common stock Common Stock being offered by this prospectus the Prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus the Prospectus generally covers the resale of the maximum number of shares of common Common stock issuable pursuant to the notes, determined as if selling shareholders upon the notes were converted in full as conversion of the trading day immediately preceding Convertible Debenture prior to the date this registration statement the Registration Statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesCommission. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to the Prospectus. The selling shareholders may sell all, some or none of their shares in this prospectusoffering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusJXXXX SODA CO.

Appears in 1 contract

Samples: Registration Rights Agreement (Jones Soda Co)

SELLING SHAREHOLDERS. The common stock Common Shares being offered by the selling shareholders are those issuable to the selling shareholders pursuant upon conversion of the convertible preferred stock and in payment of certain dividend requirements with respect to the terms of certain of the Company’s promissory notespreferred stock. For additional information regarding the issuances issuance of those notesconvertible preferred stock, see "Private Placement of Notes” Convertible Preferred Stock " above. We are registering the shares of common stock Common Shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesconvertible preferred stock issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our shares of common stock the Common Shares by each of the selling shareholders. The second column lists the number of shares of common stock Common Shares beneficially owned by each selling shareholder, based on its ownership of the notesconvertible preferred stock, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2012. The third column lists the shares number of common stock Common Shares being offered by this prospectus by the selling shareholders. The fourth column lists the number of Common Shares that will be held by the selling shareholders after the sale of all Common Shares offered by this prospectus and the fifth column lists the percentage of ownership of the Company’s issued and outstanding Common Shares the selling shareholder will hold after the sale of all Common Shares offered by this prospectus. Beneficial ownership in the is determined in accordance with the rules of the SEC and includes voting or investment power with respect to securities. The numbers in the following table assume that none of the selling shareholders sell any Common Shares not being offered in this prospectus or purchase additional common shares, and assume that all Common Shares offered are sold. As of ____________, 2012, we had ____________ common shares issued and outstanding In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of at least 100% of the maximum sum of (i) the number of shares Common Shares issuable upon conversion of common the convertible preferred stock issuable pursuant to the notes, determined as if the notes were converted in full as of the trading day Trading Day immediately preceding the date this the registration statement was is initially filed with the SEC and (ii) the number of Common Shares issuable as dividends with respect to the preferred stock as of the Trading Day immediately preceding the date the registration statement is initially filed with the SEC, each as subject to any limit on the number of shares issuable by the NYSE MKT or the TSX-V. Because the conversion price of the trading day immediately preceding convertible preferred stock may be adjusted, the applicable date number of determination and all subject to adjustment as provided in shares that will actually be issued may be more or less than the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale number of all of the shares being offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their Common Shares in this offering. The selling shreholders are not making any representation that any Common Shares covered by this prospectus will be offered for sale. The selling shareholders reserve the right to accept or reject, in whole or in part, any proposed sale of Common Shares. See "Plan of Distribution." Name of Selling Shareholder shareholder Number of shares of Common Stock Shares Owned Prior to Offering Maximum Number of shares of Common Stock Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Shares Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner Percentage of common stock Common Shares Owned After Offering [Buyers] (the “Registrable Securities”1) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.0 [Other Buyers] TOTAL * Less than 1%

Appears in 1 contract

Samples: Registration Rights Agreement (Midway Gold Corp)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see "Private Placement of Notes” Common Shares" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2020. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable issued to the selling shareholders pursuant to the notessecurities purchase agreement, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION UPPERCUT BRANDS, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Uppercut Brands, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Uppercut Brands, Inc.)

SELLING SHAREHOLDERS. The common stock ordinary shares being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notesdebentures. For additional information regarding the issuances of those notesordinary shares and debentures, see “Private Placement of NotesOrdinary Shares and Debentures” above. We are registering the ordinary shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock and the debentures, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the ordinary shares of common stock by each of the selling shareholders. The second column lists the number of ordinary shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesordinary shares and debentures, as of [●]________, 20242020, assuming the conversion of the notes debentures held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the ordinary shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of ordinary shares issued to the selling shareholders in the “Private Placement of Ordinary Shares and Debentures” described above and (ii) the maximum number of ordinary shares issuable upon conversion of common stock issuable pursuant to the notesrelated debentures, determined as if the notes outstanding debentures were converted exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesdebentures. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the debentures, a selling shareholder may not exercise the debentures to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of ordinary shares which would exceed [4.99]% of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares issuable upon conversion of the debentures which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Ordinary Shares Owned Prior to Offering Maximum Number of shares of Common Stock Ordinary Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Ordinary Shares Owned After Offering ANNEX Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock ordinary shares (the “Registrable Securities”) of Presto Automation Inc.Cyren Ltd., a Delaware an Israeli corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (CYREN Ltd.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesCommon Shares” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notes, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, as shares of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercisescommon stock. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of all of the maximum number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right securities purchase agreement, without regard to any limitations on conversion or exercisedated August 17, as applicable, in the notes2018. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Name The selling shareholders may sell all, some or none of Selling Shareholder their shares in this offering. See “Plan of Distribution.” Maximum Number of Number of shares of Common Stock Owned Prior to Offering Maximum shares of Number of shares of Common Stock Common Stock shares of Owned to be Sold Common Stock Name of Selling Prior to Pursuant to Owned Shareholder Offering this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION CERECOR INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Cerecor Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Cerecor Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notes, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the common shares of common stock by each of the selling shareholders. The second column lists the number of common shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notescommon shares, as of [●]________, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2023. The third column lists the common shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of common shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesselling shareholders. The fourth third column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Ordinary Shares Owned Prior to Offering Maximum Number of shares of Common Stock Ordinary Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Ordinary Shares Owned After Offering ANNEX Annex C PRESTO AUTOMATION INCHUB CYBER SECURITY LTD. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.HUB Cyber Security Ltd., a Delaware corporation company organized under the laws of the State of Israel (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Hub Cyber Security Ltd.)

SELLING SHAREHOLDERS. The common stock shares of Common Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon exercise of the Company’s promissory notesshares of preferred stock. For additional information regarding the issuances of those notesshares of Common Stock, see “Private Placement of NotesPreferred Stock” above. We are registering the shares of common stock Common Stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of preferred stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock Common Stock by each of the selling shareholders. The second column lists the number of shares of common stock Common Stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of Common Stock and preferred stock, as of [●]________, 20242022, assuming the conversion of the notes preferred stock held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Common Stock issued to the selling shareholders in the “Private Placement of Preferred Stock” described above and (ii) the maximum number of shares of common stock Common Stock issuable pursuant to upon conversion of the notesrelated preferred stock, determined as if the notes outstanding preferred stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notesexercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding shares of Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon conversion of such preferred stock which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION GUARDION HEALTH SCIENCES, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock shares of Common Stock (the “Registrable Securities”) of Presto Automation Inc.Guardion Health Sciences, a Delaware corporation Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Guardion Health Sciences, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms shareholders, upon conversion of certain of the Company’s promissory notes. For additional information regarding the issuances of those notes, see “Private Placement of Notes” aboveour Series B preferred stock. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock and the Series B preferred stock, the selling shareholders have not had any material relationship with us within the past three yearsyears other than: _____________________1. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes[_], as of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises________. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the the maximum number of shares of common stock issuable pursuant to upon conversion of the notesSeries B preferred stock, determined as if the notes were outstanding Series B preferred stock was converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesSeries B preferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with Under the terms of the Registration Rights Agreement (Series B preferred stock, a selling shareholder may not convert the “Registration Rights Agreement”) Series B preferred stock to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which this document is annexed. A copy would exceed 9.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the Registration Rights Agreement is available from the Company upon request at the address set forth belowSeries B preferred stock which has not been converted. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto The number of shares in the Registration Rights Agreementsecond column does not reflect this limitation. Certain legal consequences arise from being named as a The selling stockholder shareholders may sell all, some or none of their shares in the Registration Statement and the related prospectusthis offering. Accordingly, holders and beneficial owners See “Plan of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusDistribution.

Appears in 1 contract

Samples: Registration Rights Agreement (GBS Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notespreferred stock. For additional information regarding the issuances of those notesshares of preferred stock, see "Private Placement of Notes” Preferred Stock" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock and preferred stock, as of [●]________, 20242016, assuming the conversion of the notes preferred stock held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable pursuant to upon conversion of the notespreferred stock, determined as if the notes were outstanding preferred stock was converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notespreferred stock. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the preferred stock, a selling shareholder may not convert the preferred stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the preferred stock which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.[___________________

Appears in 1 contract

Samples: Registration Rights Agreement (Nemus Bioscience, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable to the selling shareholders pursuant to the terms of certain upon conversion of the Company’s promissory notesdebenture. For additional information regarding the issuances of those notesshares of common stock and warrants, see “Private Placement of NotesDebentures” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesdebentures and shares of common stock, debentures and the warrants issued in the April 2019 Financing, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, shares of common stock as of [●]August 30, 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2019. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of the number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes“Private Placement of Debentures” described above. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the debentures, a selling shareholder may not convert the debenture to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the debentures which have not been converted. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INCAnnex B SAFE-T GROUP LTD. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.Safe-T Group Ltd., a Delaware an Israeli corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Safe-T Group Ltd.)

SELLING SHAREHOLDERS. The common stock ordinary shares being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesordinary shares, see “Private Placement of NotesOrdinary Shares” above. We are registering the ordinary shares of common stock in order to permit the selling shareholders to offer the ordinary shares for resale from time to time. Except for the ownership of the notesordinary shares, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the ordinary shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, as of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock ordinary being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Ordinary Shares Owned Prior to Offering Maximum Number of shares of Common Stock Ordinary Shares to be Sold Pursuant to this Prospectus Number of shares of Common Stock Ordinary Shares Owned After Offering ANNEX Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE MAKEMYTRIP LIMITED Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock ordinary shares (the “Registrable Securities”) of Presto Automation Inc.MakeMyTrip Limited, a Delaware corporation public company incorporated under the laws of Mauritius with limited liability (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (MakeMyTrip LTD)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms Securities Purchase Agreement dated as of certain of the Company’s promissory notesJuly __, 2021. For additional information regarding the issuances of those notes, shares of common stock see “Private Placement of NotesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, as of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes“Private Placement of Shares of Common Stock” described above. The fourth third column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE TAKUNG ART CO., LTD Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc.Takung Art Co., Ltd, a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Takung Art Co., Ltd.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders pursuant to the terms of certain shareholders, upon conversion of the Company’s promissory notesconvertible debentures. For additional information regarding the issuances of those notesshares of common stock and convertible debentures, see “Private Placement of Notes” convertible debentures “ above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock and the convertible debentures s, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock and convertible debentures, as of [●]________, 20242017, assuming the conversion of the notes convertible debentures held by the selling shareholders on that date, without regard to any limitations on exercisesconversion. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________ and (ii) the maximum number of shares of common stock issuable pursuant to upon conversion of the notesconvertible debentures, determined as if the notes outstanding convertible debentures were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesconvertible debentures. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Act”), of the Registrable Securities, in accordance with Under the terms of the Registration Rights Agreement (convertible debentures s, a selling shareholder may not exercise the “Registration Rights Agreement”) warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which this document is annexed. A copy would exceed [4.99]% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the Registration Rights Agreement is available from the Company upon request at the address set forth belowconvertible debentures which have not been converted. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto The number of shares in the Registration Rights Agreementsecond column does not reflect this limitation. Certain legal consequences arise from being named as a The selling stockholder shareholders may sell all, some or none of their shares in the Registration Statement and the related prospectusthis offering. Accordingly, holders and beneficial owners See “Plan of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectusDistribution.

Appears in 1 contract

Samples: Registration Rights Agreement (Inspyr Therapeutics, Inc.)

SELLING SHAREHOLDERS. The common stock Ordinary Shares are being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesordinary shares, see “Private Placement of NotesOrdinary Shares” above. We are registering the shares of common stock Ordinary Shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesOrdinary Shares, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our shares of common stock the Ordinary Shares by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notes, as of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock Ordinary Shares being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum sum of (i) the number of shares of common stock issuable pursuant Ordinary Shares issued to the notesselling shareholders in the “Private Placement of Ordinary Shares” described above, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right rights agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes. The fourth third column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Ordinary Shares Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Ordinary Shares Owned After Offering ANNEX Annex B - 1 Annex C PRESTO AUTOMATION INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE EUDA HEALTH HOLDINGS LIMITED Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock ordinary shares (the “Registrable Securities”) of Presto Automation Inc.EUDA Health Holdings Limited, a Delaware corporation British Virgin Islands business company (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (EUDA Health Holdings LTD)

SELLING SHAREHOLDERS. The common stock shares of Preferred Stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those shares of Common Stock issuable to the selling shareholders pursuant to the terms upon conversion of certain such shares of the Company’s promissory notesPreferred Stock. For additional information regarding the issuances of those notesthe shares of Preferred Stock, see “Private Placement of NotesPreferred Stock” above. We are registering the such shares of common stock Preferred Stock and shares of Common Stock in order to permit the selling shareholders to offer the such shares for resale from time to time. Except for the ownership of the notesshares of Preferred Stock and for the purchase of the shares of the Series A Preferred Stock as described below, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common Common Stock and Company preferred stock by each of the selling shareholders. The second column lists and third columns list the number of shares of common Common Stock and Company preferred stock beneficially owned by each selling shareholder, based on its ownership of the notes, such shares as of [●]________, 20242023, assuming the conversion of the notes such preferred stock held by the selling shareholders on that date, without regard to taking into account any limitations on exercises. The third column lists fourth and fifth columns list the shares of common stock Preferred Stock and Common Stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the (i) the number of shares of Preferred Stock issued to the selling shareholders in the “Private Placement of Preferred Stock” described above and (ii) the maximum number of shares of common stock Common Stock issuable pursuant to upon conversion of the notesPreferred Stock, determined as if the notes outstanding Preferred Stock were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion or exercise, as applicable, in of the notesPreferred Stock. The fourth column assumes sixth and seventh columns assume the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the Preferred Stock, a selling shareholder may not convert their Preferred Stock to the extent such conversion would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of Common Stock which would exceed 9.99% of our then outstanding shares of Common Stock following such conversion, excluding for purposes of such determination shares of Common Stock issuable upon conversion of such Preferred Stock which have not been converted. The number of shares in the fourth and fifth columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Number of shares of Preferred Stock Owned Prior to Offering Maximum Number of shares of Preferred Stock to be Sold Pursuant to this Prospectus Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Number of shares of Preferred Stock Owned After Offering Private Placement of Series A Preferred Stock [____] ANNEX C PRESTO AUTOMATION B ALLARITY THERAPEUTICS, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Shareholder Notice and Questionnaire The undersigned beneficial owner of common stock shares of Common Stock and Preferred Stock (the “Registrable Securities”) of Presto Automation Inc.Allarity Therapeutics, a Delaware corporation Inc. (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder shareholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder shareholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Allarity Therapeutics, Inc.)

SELLING SHAREHOLDERS. The common stock being offered by the selling shareholders are those issuable previously issued to the selling shareholders pursuant to the terms of certain of the Company’s promissory notesshareholders. For additional information regarding the issuances of those notesshares of common stock, see “Private Placement of NotesShares of Common Stock” above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the notesshares of common stock, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of our the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the notesshares of common stock and warrants, as of [●], 2024, assuming the conversion of the notes held by the selling shareholders on that date, without regard to any limitations on exercises2019. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable pursuant issued to the notes, determined as if the notes were converted in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided selling shareholders in the registration right agreement, without regard to any limitations on conversion or exercise, as applicable, in the notes“Private Placement of Shares of Common Stock” described above. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering ANNEX Annex C PRESTO AUTOMATION STREAMLINE HEALTH SOLUTIONS, INC. SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of Presto Automation Streamline Health Solutions, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “SECCommission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “1933 Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

Appears in 1 contract

Samples: Registration Rights Agreement (Streamline Health Solutions Inc.)

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