Common use of Subsequent Registration Statement Clause in Contracts

Subsequent Registration Statement. Within fifteen (15) days of the Initial Listing Date, Company will file another registration statement on Form S-1 (the “Subsequent Registration Statement”) registering at least 10,000,000 Common Shares (subject to any limits that may be imposed pursuant to Rule 415 under the 1933 Act or the rules and regulations of the Principal Market) for the resale of the Pre-Delivery Shares, the Conversion Shares, and any other Common Shares issuable pursuant to this Agreement or the Preferred Shares. Company shall use commercially reasonable efforts and take all necessary actions to cause the Subsequent Registration Statement to be declared effective by the SEC within ninety (90) days of the Initial Listing Date. If the Subsequent Registration Statement has not been declared effective by such date, then Company will pay a cash fee to Investor equal to one percent (1%) of the Preferred Share Outstanding Balance on such ninetieth (90th) day and continue to pay in cash a fee equal to one percent (1%) of the Preferred Share Outstanding Balance for each thirty (30) days that the Subsequent Registration Statement is not declared effective until the date that is six (6) months from the Initial Listing Date. Company covenants to file one or more Registration Statements as necessary to have sufficient Common Shares registered to at all times accommodate the conversion of the full Commitment Amount into Common Shares. Following effectiveness of the Subsequent Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Subsequent Registration Statement at all times Investor owns any of the Securities. Company will file any required sticker updates within three (3) Trading Days of the occurrence of the event necessitating such update.

Subsequent Registration Statement. Within fifteen twenty (1520) calendar days (or such later date as Company and Investor may agree) of the Initial Listing Date, Company will file another registration statement on Form S-1 (the “Subsequent Registration Statement”) registering at least 10,000,000 a sufficient number of Common Shares (subject to any limits that may be imposed pursuant to Rule 415 under the 1933 Act or the rules and regulations of the Principal Market) for the resale of the Pre-Delivery Shares, the Conversion Shares, Shares and any other Common Shares issuable pursuant to this Agreement or conversion of the Preferred SharesShares based on the full Commitment Amount. Company shall use commercially reasonable efforts and take all necessary actions to cause the Subsequent Registration Statement (as defined in the Purchase Agreement) to be declared effective by the SEC within ninety sixty (9060) days of the Initial Listing Date. If the Subsequent Registration Statement has not been declared effective by such date, then Company will pay a cash fee to Investor equal to one percent (1%) of the Preferred Share Outstanding Balance on such ninetieth sixtieth (90th60th) day and continue to pay in cash a fee equal to one percent (1%) of the Preferred Share Outstanding Balance for each thirty (30) days that the Subsequent Registration Statement is not declared effective until the date that is six (6) months from the Initial Listing Date. Company covenants to file one or more Registration Statements as necessary to have sufficient Common Shares registered to at all times accommodate the conversion of the full Commitment Amount into Common Shares. Following effectiveness of the Subsequent Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Subsequent Registration Statement (including filing of any required sticker updates) at all times Investor owns any of the Securities. Company will file any required sticker updates within three (3) Trading Days of the occurrence of the event necessitating such update.

Subsequent Registration Statement. Within fifteen (15) days of the Initial Listing Date, Company will file another registration statement on Form S-1 (the “Subsequent Registration Statement”) registering at least 10,000,000 a sufficient number of Common Shares (subject to any limits that may be imposed pursuant to Rule 415 under the 1933 Act or the rules and regulations of the Principal Market) for the resale of the Pre-Delivery Shares, Conversion Shares calculated as the Conversion SharesCommitment Amount divided by the Floor Price (as defined in the Certificate of Designation), and any other Common Shares issuable pursuant to this Agreement or the Preferred Shares. Company shall use commercially reasonable efforts and take all necessary actions to cause the Subsequent Registration Statement to be declared effective by the SEC within ninety (90) days of the Initial Listing Date. If the Subsequent Registration Statement has is not been declared effective by such datewithin ninety (90) days of the Initial Listing Date, then Company will pay a cash fee issue to Investor additional Preferred Shares with a value equal to one percent (1%) of the Preferred Share Outstanding Balance on such ninetieth (90th) day and continue to pay in cash a fee equal to one percent (1%) of the Preferred Share Outstanding Balance for each every thirty (30) days that the Subsequent Registration Statement is not declared effective until effective, not to exceed three (3) issuances. Notwithstanding the date that is six foregoing, the ninety (690) months from day period shall be tolled during any delay caused by a force majeure event or a government-shutdown affecting the Initial Listing DateSEC. Company covenants to file one or more Registration Statements as necessary to have sufficient Common Shares registered to at all times accommodate the conversion of the full Commitment Amount into Common Shares. Following effectiveness of the Subsequent Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Subsequent Registration Statement at all times Investor owns any of the SecuritiesPreferred Shares. Company will file any required sticker updates within three (3) Trading Days of the occurrence of the event necessitating such update.

Subsequent Registration Statement. Within fifteen twenty (1520) calendar days (or such later date as the Company and Investor may agree) of the Initial Listing Date, Company will file another registration statement on Form S-1 (the “Subsequent Registration Statement”) registering at least 10,000,000 a sufficient number of Common Shares (subject to any limits that may be imposed pursuant to Rule 415 under the 1933 Act or the rules and regulations of the Principal Market) for the resale of the Pre-Delivery Shares, the Conversion Shares, Shares and any other Common Shares issuable pursuant to this Agreement or conversion of the Preferred SharesShares based on the full Commitment Amount. Company shall use commercially reasonable efforts and take all necessary actions to cause the Subsequent Registration Statement (as defined in the Purchase Agreement) to be declared effective by the SEC within ninety sixty (9060) days of the Initial Listing Date. If the Subsequent Registration Statement has not been declared effective by such date, then Company will pay a cash fee to Investor equal to one percent (1%) of the Preferred Share Outstanding Balance on such ninetieth sixtieth (90th60th) day and continue to pay in cash a fee equal to one percent (1%) of the Preferred Share Outstanding Balance for each thirty (30) days that the Subsequent Registration Statement is not declared effective until the date that is six (6) months from the Initial Listing Date. Company covenants to file one or more Registration Statements as necessary to have sufficient Common Shares registered to at all times accommodate the conversion of the full Commitment Amount into Common Shares. Following effectiveness of the Subsequent Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Subsequent Registration Statement (including filing of any required sticker updates) at all times Investor owns any of the Securities. Company will file any required sticker updates within three (3) Trading Days of the occurrence of the event necessitating such update.