Common use of The Registration Statement Clause in Contracts

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within ten (10) days from the Closing Date a registration statement on Form S-1 (the “Initial Registration Statement”) registering a sufficient number of Common Shares for the Commitment Shares, the Pre-Delivery Shares and the Purchase Shares, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within ten thirty (1030) days from the Closing Date a registration statement on Form S-1 F-1 (the “Initial Registration Statement”) registering a sufficient the lesser of (i) 10,000,000 Ordinary Shares or (ii) the maximum number of Common Ordinary Shares permitted by the SEC for the Commitment Shares, Shares (including but not limited to the Pre-Delivery Shares Shares) and the Purchase Shares, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Ordinary Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common Ordinary Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Ordinary Shares registered to accommodate the Ordinary Shares underlying each Pre-Paid Purchase. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within ten twenty (1020) days from the Closing Date a registration statement on Form S-1 (the “Initial Registration Statement”) registering a sufficient number of at least 10,000,000 Common Shares for the resale of the Purchase Shares and the Commitment Shares, and any other Common Shares issuable pursuant to this Agreement or the Pre-Delivery Shares and the Purchase SharesPaid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company Investor may sell the Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Common Shares registered at all times to accommodate the full Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within ten thirty (1030) days from the Closing Date a registration statement on Form S-1 (the “Initial Registration Statement”) registering a sufficient number of at least 18,500,000 Common Shares for the Commitment Shares, Shares and issuances pursuant to the Pre-Delivery Shares and the Purchase SharesPaid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Following Company receiving Approval (as defined below) for issuances of Common Shares to exceed the Exchange Cap (as defined below) Company will file one or more Registration Statements as necessary to have sufficient Common Shares registered to accommodate the full Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.

The Registration Statement. Company will fileWithin forty-five (45) days of Closing, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within ten (10) days from the Closing Date Company will file a registration statement on Form S-1 F-3 or if such form is not available, on Form F-1 (the “Initial Registration Statement”) registering a sufficient number the resale of Common Shares for the Commitment Shares, the Pre-Delivery Shares and Shares, the Purchase Shares, and any other Class A Shares issuable pursuant to this Agreement or the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company Investor may sell the Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common Class A Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Class A Shares registered at all times to accommodate the full Commitment Amount. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.

The Registration Statement. Company will filefile within thirty (30) days of the Initial Closing Date, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within ten (10) days from the Closing Date a resale registration statement on Form S-1 F-1 (the “Initial Registration Statement”) registering a sufficient number the resale of Common Shares for the Commitment Shares, the Pre-Delivery Shares and the Purchase Conversion Shares, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common SharesOrdinary Shares (as defined below), which contains, among other things a Plan of Distribution section disclosing the methods by which Company the Investor may sell the Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common Ordinary Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Ordinary Shares registered at all times to accommodate the Pre-Delivery Shares plus the number of Ordinary Shares equal to the combined original principal amounts of the First Note and the Second Note ($2,180,000.00) divided by the Floor Price (as defined in the First Note). Following the effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within ten forty-five (1045) days from the Closing Date a registration statement on Form S-1 F-1 (the “Initial Registration Statement”) registering a sufficient the lesser of (i)40,000,000 Ordinary Shares or (ii) the maximum number of Common Ordinary Shares permitted by the SEC for the Commitment Shares, the Pre-Delivery Shares Shares, and the Purchase Shares, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Ordinary Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common Ordinary Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Ordinary Shares registered to accommodate the full Commitment Amount. Following the effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within ten the later of twenty (1020) days from (i) the filing of Company’s annual report on Form 10-K, and (ii) the Closing Date Date, a registration statement on Form S-1 (the “Initial Registration Statement”) registering a sufficient number at least 8,000,000 Class A Shares (subject to any limits that may be imposed pursuant to Rule 415 under the 1933 Act or the rules and regulations of Common Shares for the Commitment Shares, the Pre-Delivery Shares and the Purchase SharesPrincipal Market), including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Class A Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company Investor may sell the Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common Class A Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Class A Shares registered to accommodate the Class A Shares underlying the conversion of each Preferred Share. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Registration Statement at all times Investor owns any of the Securities.

The Registration Statement. Company will file, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within ten thirty (1030) days from the Closing Date a registration statement on Form S-1 (the “Initial Registration Statement”) registering a sufficient number of at least 5,000,000 Common Shares for the resale of the Commitment Shares, the Purchase Shares the Pre-Delivery Shares, and any other Common Shares and issuable pursuant to this Agreement or the Purchase SharesPre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common Shares, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common Shares. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company will use its reasonable best efforts to cause the Initial Registration Statement to be deemed effective by the SEC as soon as possible after the Initial Registration Statement’s filing. Company covenants to file one or more Registration Statements as necessary to have sufficient Common Shares registered at all times to accommodate the full Commitment Amount. Company covenants to file a new Registration Statement prior to the expiration of the Initial Registration Statement. Following effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.

The Registration Statement. Company will filefile within sixty (60) days of the Closing Date, in accordance with the provisions of the 1933 Act and the rules and regulations thereunder, with the SEC within ten (10) days from the Closing Date a resale registration statement on Form S-1 or S-3 (the “Initial Registration Statement”) registering a sufficient number at least 10,000,000 shares of Common Shares Stock for the resale of the Commitment Shares, the Pre-Delivery Shares and the Purchase Shares, and any other Common Stock issuable pursuant to this Agreement or the Pre-Paid Purchases, including a base prospectus, with respect to the issuance and sale of securities by Company, including Common SharesStock, which contains, among other things a Plan of Distribution section disclosing the methods by which Company may sell the Common Shares. The number of Purchase Shares registrable under the Initial Registration Statement will be 8,000,000 Common SharesStock. Except where the context otherwise requires, the Initial Registration Statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus subsequently filed with the SEC pursuant to Rule 424(b) (a “Prospectus”) under the 1933 Act or deemed to be a part of the Initial Registration Statement pursuant to Rule 430B of the 1933 Act, is herein called the “Registration Statement.” Company covenants to file one or more Registration Statements as necessary to have sufficient Common Stock registered at all times to accommodate the full Commitment Amount. Following the effectiveness of the Initial Registration Statement, Company will use reasonable best efforts to maintain the effectiveness of the Initial Registration Statement Statement, or any subsequent Registration Statements, at all times Investor owns any of the Securities.