Common use of Additional Registration Statements Clause in Contracts

Additional Registration Statements. Except as set forth on Schedule 4(j), until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth on Schedule 4(j), until Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement registering Excluded Securities, a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)); provided, however, the foregoing shall not prohibit the Company from filing a prospectus supplement to its effective shelf registration statement on Form S-3 (SEC Registration No. 333-212550) in respect of a Subsequent Placement so long as such prospectus supplement is not filed during the period commencing on the date hereof through and including the fifth (5th) Trading Day immediately following the Closing Date. “Applicable Date” means the earlier of (x) the first date on which the resale by the Investor Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Investor Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth on Schedule 4(j), until Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement registering Excluded Securities, a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement); provided, however, the foregoing shall not prohibit the Company from filing a prospectus supplement to its effective shelf registration statement on Form S-3 (SEC Registration No. 333-212550) in respect of a Subsequent Placement so long as such prospectus supplement is not filed during the Restricted Period (as defined below). “Applicable Date” means the earlier of (x) the first date on which the resale by the Investor Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Investor Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth on Schedule 4(j), until the Applicable Date (as defined belowi) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, Whenever the Company shall not file (or a registration statement or an offering statement Successor Entity) proposes to register the offer and sale of any shares of its common stock under the 1933 Securities Act relating to securities that are not the Registrable Securities (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, the Company shall include in such supplements or amendments registration all Registrable Securities unless the Company has received a written request for exclusion from the Holder. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to registration statements that are outstanding and have the filing of such Piggyback Registration Statement) to the Holder of its intention to effect such a registration. The Company shall notify the Holder, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective by or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC as SEC. The Company shall further notify Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the date hereof (solely happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the extent purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to keep make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such registration statements effective and available and not with respect to that upon effectiveness of any Subsequent Placement)). “Applicable Date” means such Piggyback Registration Statement, the earlier of (x) the first date Registrable Securities registered thereunder shall be listed on each securities exchange on which the resale by Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (registration and each prospectus contained therein is available for use on such date) or (y) the first date on which all sale of the Registrable Securities are eligible included on such Piggyback Registration Statement as contemplated hereby. (ii) Notwithstanding the foregoing, until such time as the Registration Statement is declared effective and for one year following such effective date, neither the Company (nor any Successor Entity) nor New ▇▇▇▇▇▇ shall register the offer and sale of any shares of Common Stock under the Securities Act other than (A) a resale registration statement covering the Registrable Securities held by the Holder as of the Effective Date, (B) a registration statement covering shares issuable further to an equity line to be resold provided by Esousa Holdings LLC or its affiliate and (C) a shelf registration statement on Form S-3 covering shares estimated to cover one year of interest payable in stock further to the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which terms of the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)Preferred Stock.

Additional Registration Statements. Except as set forth on Schedule 4(j), until Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than (x) the Common Stock issued (or issuable) pursuant to the PIPE Agreement and any Common Stock Equivalents issued thereunder (the “PIPE Securities”), (y) a registration statement on Form S-8 or (z) such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). The Company shall either (i) register the resale of the PIPE Securities by the holders thereof on the same Registration Statement registering the resale of Registrable Securities by the Investors or (ii) concurrently file two (2) Registration Statements (one (1) with respect to the resale of the PIPE Securities by the holders thereof and one (1) with respect to the resale of Registrable Securities by the Investors) (the “Separate Registration Statements”); provided, that the Company shall not permit any such Separate Registration Statement to be accelerated and/or declared effective by the SEC unless both Separate Registration Statements are being accelerated and/or declared effective by the SEC at the same time. “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth on Schedule 4(j), until Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the any prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) existsuse, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a Securities; provided, however, that the Company shall be permitted, at any time, to file and cause to become effective another registration statement on Form S-8 for the registration of shares of Common Stock (and/or warrants to purchase Common Stock) that do not constitute Registrable Securities, or to include such supplements securities in one or amendments to registration statements that are outstanding and have been declared effective by the SEC more Registration Statements, in connection with a Permitted Registration (as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)defined below). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial is covered by one or more effective Registration Statement Statements (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Permitted Registration” shall mean the registration under the 1933 Act for resale, at any time, of shares of Common Stock and/or warrants to purchase Common Stock (but no other securities) issued by the Company in a Permitted Private Placement (including, for the avoidance of doubt, the subsequent registration of any securities issued in the Permitted Private Placement that were removed from a Registration Statement due to the rules and regulations of the SEC). “Permitted Private Placement” means shall mean the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal issuance by the Company of (or announcement shares of any issuance, offer, sale, grant of any option or right Common Stock and/or warrants to purchase or Common Stock (but no other disposition ofsecurities) any equity security or any equity-linked or related security in one (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated but no more than one) transaction conducted pursuant to a valid exemption from registration under the 1933 Act), with the aggregate offering amount of such privately issued securities to be no greater than $20,000,000, which transaction may occur on or about the date on which the Form 20-F referenced in Section 5(c) is filed or at any Convertible Securities (as defined below), any debt, any preferred stock time on or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)prior to the Self Filing Effective Date.

Additional Registration Statements. Except as set forth on Schedule 4(j), until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, Whenever the Company shall not file (or a registration statement or an offering statement Successor Entity) proposes to register the offer and sale of any shares of its common stock under the 1933 Securities Act relating to securities that are not the Registrable Securities (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, the Company shall include in such supplements or amendments registration all Registrable Securities unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to registration statements that are outstanding and have the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective by or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC as SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the date hereof (solely happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the extent purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to keep make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such registration statements effective and available and not with respect to that upon effectiveness of any Subsequent Placement)). “Applicable Date” means such Piggyback Registration Statement, the earlier of (x) the first date Registrable Securities registered thereunder shall be listed on each securities exchange on which the resale by Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (registration and each prospectus contained therein is available for use on such date) or (y) the first date on which all sale of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, included on such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (Piggyback Registration Statement as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)contemplated hereby.

Additional Registration Statements. Except as set forth on Schedule 4(j), until Whenever the Applicable Date Company (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure a Successor Entity (as defined in the Registration Rights AgreementWarrants)) exists, proposes to register the Company shall not file a registration statement or an offering statement offer and sale of any shares of its common stock under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be ​ ​ ​ ​ ​ used may be used for any registration of Registrable Securities, the Company shall include in such supplements or amendments registration all Registrable Securities unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to registration statements that are outstanding and have the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective by or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC as SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the date hereof (solely happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the extent purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to keep make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such registration statements effective and available and not with respect to that upon effectiveness of any Subsequent Placement)). “Applicable Date” means such Piggyback Registration Statement, the earlier of (x) the first date Registrable Securities registered thereunder shall be listed on each securities exchange on which the resale by Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (registration and each prospectus contained therein is available for use on such date) or (y) the first date on which all sale of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, included on such later date after which the Company has cured such Current Public Information Failure)Piggyback Registration Statement as contemplated hereby. “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).​

Additional Registration Statements. Except as set forth on Schedule 4(j), until (i) Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than (i) a registration statement on Form S-8 S-8; (ii) a registration statement on Form S-1 or Form S-3, as applicable, covering the resale of shares sold pursuant to a Permitted Equity Line (as defined in the Certificate of Designations), or (iii) such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent PlacementPlacement (as defined below))). “Applicable Date” means the earlier later of (x) the Stockholder Approval Date (as defined below) and (y) the earliest to occur of (I) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or and (yII) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth on Schedule 4(j), until Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or Form S-4 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)), other than a resale registration statement as required by the Transaction Agreement, dated as of July 20, 2017, by and between the Company and Wal-Mart Stores, Inc., the Transaction Agreement, dated as of April 4, 2017, by and between the Company and ▇▇▇▇▇▇.▇▇▇, Inc. and as may be required under the Registration Rights Agreement. “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth on Schedule 4(j), until Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not (except with respect to A▇▇▇’▇ spin-off and for an Uplist Transaction) file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first x)first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means Notwithstanding anything herein or in any other Transaction Document to the issuancecontrary, offerin no event shall this provision apply to any registration statement, sale, granting of any option transaction or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated securities permitted under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)Registration Rights Agreement.

Additional Registration Statements. Except as set forth on Schedule 4(j), until Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than (i) a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)) or (ii) registration statements filed on Form S-1 with respect to the spin-off of (i) White River Energy Corp, (ii) Wolf Energy Services Inc. and (iii) Zest Labs Inc. to the stockholders of the Company as of the record date thereof (the “Spin-Off Transaction”). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth on Schedule 4(j), until Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, neither the SPAC nor the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement (i) on Form F-4 in connection with the consummation of the Merger and any amendment or post-effective amendment or other registration statement relating to securities registered pursuant to such F-4, (ii) on Form F-1 registering the resale of Ordinary Shares and warrants of the Company (and Ordinary Shares issuable upon exercise of such warrants) issuable to the sponsor of the SPAC and the underwriter of the SPAC’s initial public offering upon the closing of the Merger, (iii) a Form S-8 or a registration statement relating to the Permitted Equity Line, or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC SEC, or (iv) a registration statement relating to an Approved Financing) or (v) a registration statement relating to a financing the proceeds of which are to be used to pay the Notes in full as of the date hereof provided in (solely and to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement))permitted by) the terms of the Notes. “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth on Schedule 4(j), until Whenever the Applicable Date Company (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure a Successor Entity (as defined in the Registration Rights AgreementWarrants)) exists, proposes to register the Company shall not file a registration statement or an offering statement offer and sale of any shares of its common stock under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, the Company shall include in such supplements or amendments registration all Registrable Securities unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to registration statements that are outstanding and have the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly ​ ​ ​ after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective by or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC as SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the date hereof (solely happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the extent purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to keep make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such registration statements effective and available and not with respect to that upon effectiveness of any Subsequent Placement)). “Applicable Date” means such Piggyback Registration Statement, the earlier of (x) the first date Registrable Securities registered thereunder shall be listed on each securities exchange on which the resale by Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (registration and each prospectus contained therein is available for use on such date) or (y) the first date on which all sale of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, included on such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (Piggyback Registration Statement as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)contemplated hereby.

Additional Registration Statements. Except as set forth on Schedule 4(j), until Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on (i) a registration statement on Form S-8 S-8; (i) a registration statement on Form S-1 or Form S-3, as applicable, covering the resale of shares sold pursuant to a Permitted Equity Line (as defined below), or (iii) such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent PlacementPlacement (as defined below))). “Applicable Date” means the earlier later of (x) the Shareholder Approval Date (as defined below) and (y) the earliest to occur of (I) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or and (yII) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth on Schedule 4(j4(k), until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights rights) (any such issuance, offer, sale, grant, disposition or announcement).

Additional Registration Statements. Except as set forth From the date hereof until the date that is sixty-one (61) Business Days following the Effective Date, the Company will not, directly or indirectly, file any registration statement with the SEC other than the Registration Statement. The foregoing restriction shall not apply to registration statements on Schedule 4(jForm S-8, or to any registration statement pertaining to any securities covered by the 2006-B Common Stock Purchase Agreement between ▇▇▇▇▇ ▇▇▇▇▇ and the Company dated September 25, 2006 (an “Illes Registration Statement”), until or any amendment (or post effective amendment) to a registration statement of the Applicable Company already on file with the SEC on the Closing Date (as defined belowan “Existing Registration Statement”) and at any time thereafter while any (or supplement the prospectus contained therein) provided that neither the amendment or prospectus increases the aggregate number of shares of Common Stock registered pursuant to such Existing Registration Statement. If anytime after the Filing Deadline, but prior to the date that the Registration Statement is not effective declared effective, the Company proposes to register any of its Common Stock in connection with an Illes Registration Statement or an Existing Registration Statement, the prospectus contained therein is not available for use or Company shall, at such time, promptly give each Buyer written notice of such registration (a “Piggyback Registration Statement”). Upon the written request of any Current Public Information Failure Buyer given by fax within three (as defined in 3) Business Days after receipt of such notice by the Registration Rights Agreement) existsCompany, the Company shall not file a cause to be included in such registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form S-8 or such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent Placement)). “Applicable Date” means the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible that each such Holder has requested to be resold by registered (“Piggyback Registration”) to the Buyers pursuant extent such inclusion does not violate the registration rights of any other security holder of the Company; provided, however, that nothing herein shall prevent the Company from withdrawing or abandoning such registration statement prior to Rule 144 (orits effectiveness. Notwithstanding the above, if a Current Public Information Failure has occurred and the Holders shall not be entitled to be included in any Piggyback Registration Statement that is continuing, such later date filed after which the Company has cured filed the Registration Statement, so long as such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal Registration Statement remains under review by the SEC and the Company of (or announcement of continues to use all reasonable efforts to promptly respond to any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under comments from the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)SEC.

Additional Registration Statements. Except as set forth on Schedule 4(j), until Whenever the Applicable Date Company (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure a Successor Entity (as defined in the Registration Rights AgreementWarrants)) exists, proposes to register the Company shall not file a registration statement or an offering statement offer and sale of any shares of its common stock under the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities, the Company shall include in such supplements or amendments registration all Registrable Securities unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to registration statements that are outstanding and have the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective by or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC as SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the date hereof (solely happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the extent purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to keep make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such registration statements effective and available and not with respect to that upon effectiveness of any Subsequent Placement)). “Applicable Date” means such Piggyback Registration Statement, the earlier of (x) the first date Registrable Securities registered thereunder shall be listed on each securities exchange on which the resale by Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared effective by the SEC (registration and each prospectus contained therein is available for use on such date) or (y) the first date on which all sale of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, included on such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (Piggyback Registration Statement as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement)contemplated hereby.

Additional Registration Statements. Except as set forth on Schedule 4(j), until Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under the 1933 Act relating to securities that are not the Registrable Securities (other than (i) a registration statement on Form S-8 S-8; (ii) such supplements, amendments or such supplements or post-effective amendments to registration statements that are outstanding and have been declared effective by the SEC as of the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect to any Subsequent PlacementPlacement (as defined below)); or (iii) an amendment to the Company’s Registration Statement on Form S-3 (File No. 333-284669) (solely to the extent necessary to respond to comments made by the SEC and to incorporate by reference the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024) or the filing of an additional registration statement on Form S-3 for the registration for resale of additional “p▇▇▇▇ warrants” issued to the Lenders. “Applicable Date” means the earlier later of (x) the date on which the Nasdaq Approval (as defined below) is obtained and (y) the earlier to occur of (I) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement (subject to any reduction pursuant to (i) Section 2(f) of the Registration Rights Agreement and (ii) an amount of Registrable Securities less than all of the Registrable Securities in the event the Company and Required Holder agree to register less than all of the Registrable Securities pursuant to Section 4(a) of the Registration Rights Agreement, the Incremental Warrant Conversion Shares), is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (yII) the first date on which all of the Registrable Securities Securities, other than in the event the Company and Required Holder agree to register less than all of the Registrable Securities, the Incremental Warrant Conversion Shares, are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure). “Subsequent Placement” means the issuance, offer, sale, granting of any option or right to purchase, or otherwise disposal by the Company of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities (as defined below), any debt, any preferred stock or any purchase rights (any such issuance, offer, sale, grant, disposition or announcement).