Common use of Additional Registration Statements Clause in Contracts

Additional Registration Statements. 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 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).

Additional Registration Statements. 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 Axxx’x 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 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 x)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). Notwithstanding anything herein or in any other Transaction Document to the contrary, in no event shall this provision apply to any registration statement, transaction or securities permitted under the Registration Rights Agreement.

Additional Registration Statements. 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 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 Restricted Period (5th) Trading Day immediately following the Closing Dateas 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).

Additional Registration Statements. 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 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 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); provided), howeverother 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 foregoing shall not prohibit Transaction Agreement, dated as of April 4, 2017, by and between the Company from filing a prospectus supplement to its effective shelf registration statement on Form S-3 (SEC and Xxxxxx.xxx, Inc. and as may be required under the 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 DateRights Agreement. “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).

Additional Registration Statements. Until the later of (x) the Additional Closing Expiration Date, and (y) 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, amendments and supplements to the foregoing shall not prohibit the Company from filing a prospectus supplement to its effective shelf registration statement on Form S-3 S-1 (SEC Registration File No. : 333-212550) in respect of a Subsequent Placement so long as 271392), initially filed on April 21, 2023 (including to the extent necessary to cause 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 Dateregistration statement to become or remain effective)). “Applicable Date” means the later of (A) the date the Stockholder Consent is effective (in accordance with an effective proxy statement on Form 14C) and (B) 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).

Additional Registration Statements. 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 Excluded Securitiesthe 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 on Form S-8 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); provided, however, permitted by) the foregoing shall not prohibit terms of 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 DateNotes. “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).

Additional Registration Statements. 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, (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); provided) or (ii) registration statements filed on Form S-1 with respect to the spin-off of (i) White River Energy Corp, however, (ii) Wolf Energy Services Inc. and (iii) Zest Labs Inc. to the foregoing shall not prohibit stockholders of the Company from filing a prospectus supplement to its effective shelf registration statement on Form S-3 as of the record date thereof (SEC Registration No. 333the “Spin-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 DateOff Transaction”). “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).

Additional Registration Statements. Until The Purchasers acknowledge that the Applicable Date Commission has recently given enhanced scrutiny to registration statements attempting to register the resale of shares and warrant shares obtained by purchasers in private placements and that such Commission reviews have resulted in registrants being denied the use of Rule 415(a)(1)(i) under the Securities Act. Accordingly, notwithstanding anything herein to the contrary, the Purchasers agree that (as defined belowi) and at the Company shall not be obligated to pay any time thereafter while any amount of liquidated damages under Section 2(c) in the event the Registration Statement is not declared effective on or prior to the Registration Deadline solely as a result of or in connection with a determination by the Commission that either the Company or the prospectus contained therein is not available Purchasers are ineligible to rely on Rule 415(a)(1)(i) under the Securities Act with respect to the registration of any of the Registrable Securities for use resale by the Purchasers on a continuous or any Current Public Information Failure (as defined in the Registration Rights Agreement) existsdelayed basis; provided, that the Company shall not file a registration statement under the 1933 Act relating thereafter use its commercially reasonable efforts to securities that are not find alternative methods to register the Registrable Securities with the Commission for resale; and (other than ii) in the event the Company, after conducting a registration statement registering Excluded Securitiespre-filing conference with the Commission, a registration statement on Form S-8 if possible, reasonably determines that it is unable to, 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 it is inadvisable for 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 attempt to, register all of the Registrable Securities are eligible in a single Registration Statement, the Company may elect to be resold fulfill the registration requirements of this Section 2 by registering the Investor Buyers pursuant Registrable Securities in two or more Registration Statements, provided that the Company shall use its best efforts to Rule 144 file each subsequent Registration Statement no later than the later of (or, if a Current Public Information Failure has occurred and is continuing, such later A) 60 days following the date after on which the Company has cured such Current Public Information Failure)last of the Registrable Securities registered under the preceding Registration Statement were sold or (B) six (6) months following the date on which the preceding Registration Statement was declared effective.

Additional Registration Statements. 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 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 causing its effective pending 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 212550 to be declared effective after the date hereof through and including the fifth (5th) Trading Day immediately following the Closing Datehereof. “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).

Additional Registration Statements. 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 F-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 other than registration statements the Company from filing a prospectus supplement is contractually obligated to its effective shelf file under registration statement on Form S-3 (SEC Registration No. 333-212550) in respect rights agreements to which the Company is already party to as 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 Datehereof. “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).

Additional Registration Statements. 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) filing a registration statement registering Excluded Securitiespre-effective amendment and seeking effectiveness of the Company’s Registration Statement on Form S-3 (Registration No. 333-277073), (ii) a registration statement on Form S-8 S-8, (iii) a registration statement on Form S-1 or Form S-3, as applicable, in respect of an offering and sale of securities by the Company for at least $4 million in gross cash proceeds (the “Subsequent Financing”)) or (iv) 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).