Common use of OTC Bulletin Board Clause in Contracts

OTC Bulletin Board. The Company shall cause PubCo to use best efforts and to cooperate in Rxxxxx & Rxxxxxx, LLC’s application to cause the Common Stock to become designated for quotation on the Principal Market as soon as practicable following the Closing Date and thereafter to comply with the rules of the Principal Market. If the Common Stock is not designated for quotation on the Principal Market by the 10th Business Day after the earlier to occur of the Effective Date (as defined in the Registration Rights Agreement) or the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) (such date, the “OTC Deadline”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each Investor (as such term is defined in the Registration Rights Agreement) an amount in cash equal to (i) one percent of the aggregate Purchase Price of such Investor’s Shares on the day of the OTC Deadline and (ii) two percent of the aggregate Purchase Price of such Investor’s Shares on every 30th day after the day of the OTC Deadline (pro rated for periods totaling less than 30 days) until the Common Stock is designated for quotation on the Principal Market. The payments to which an Investor shall be entitled pursuant to this Section 4(q) are referred to herein as “OTC Delay Payments.” OTC Delay Payments shall be paid on the earlier of (x) the dates set forth above and (y) the third Business Day after the first day that the Common Stock is designated for quotation on the Principal Market. In the event the Company fails to make OTC Delay Payments in a timely manner, such OTC Delay Payments shall bear interest at the rate of two percent per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary, (i) no OTC Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of OTC Delay Payments payable to any Investor, together with any Registration Delay Payments (as defined in the Registration Rights Agreement) payable to such Investor, in each case that are outside of the control of the Company or PubCo, exceed, in the aggregate, 10% of the aggregate Purchase Price of such Investor’s Shares.

OTC Bulletin Board. The Company shall cause PubCo to use best efforts and to cooperate in Rxxxxx & Rxxxxxx, LLC’s application to cause the Common Stock to become designated for quotation on the Principal Market as soon as practicable following the Closing Date and thereafter to comply with the rules of the Principal Market. If the Common Stock is not designated for quotation on the Principal Market by the 10th Business Day after the earlier to occur of the Effective Date (as defined in the Registration Rights Agreement) or the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) (such date, the “OTC Deadline”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each Investor (as such term is defined in the Registration Rights Agreement) an amount in cash equal to (i) one percent of the aggregate Purchase Price Face Amount (as such term is defined in the Certificate of Designation) of such Investor’s Shares shares of Series A Preferred Stock on the day of the OTC Deadline and (ii) two percent of the aggregate Purchase Price Face Amount of such Investor’s Shares shares of Series A Preferred Stock on every 30th day after the day of the OTC Deadline (pro rated for periods totaling less than 30 days) until the Common Stock is designated for quotation on the Principal Market. The payments to which an Investor shall be entitled pursuant to this Section 4(q) are referred to herein as “OTC Delay Payments.” OTC Delay Payments shall be paid on the earlier of (x) the dates set forth above and (y) the third Business Day after the first day that the Common Stock is designated for quotation on the Principal Market. In the event the Company fails to make OTC Delay Payments in a timely manner, such OTC Delay Payments shall bear interest at the rate of two percent per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary, (i) no OTC Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of OTC Delay Payments payable to any Investor, together with any Registration Delay Payments (as defined in the Registration Rights Agreement) payable to such Investor, in each case that are outside of the control of the Company or PubCo, exceed, in the aggregate, 10% of the aggregate Purchase Price Face Amount of such Investor’s Sharesshares of Series A Preferred Stock.

OTC Bulletin Board. The Company shall cause PubCo to use best efforts and to cooperate in Rxxxxx & Rxxxxxx, LLC’s application to cause the Common Stock to become designated for quotation on the Principal Market as soon as practicable following the Closing Date and thereafter to comply with the rules of the Principal Market. If the Common Stock is not designated for quotation on the Principal Market by the 10th Business Day after the earlier to occur of the Effective Date (as defined in the Registration Rights Agreement) or the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) (such date, the “OTC Deadline”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each Investor (as such term is defined in the Registration Rights Agreement) an amount in cash equal to (i) one percent 1.0% of the aggregate Purchase Price of such Investor’s Shares Notes on the day of the OTC Deadline and (ii) two percent 2.0% of the aggregate Purchase Price of such InvestorBuyer’s Shares Notes on every 30th day after the day of the OTC Deadline (pro rated prorated for periods totaling less than 30 days) until the Common Stock is designated for quotation on the Principal Market. The payments to which an Investor shall be entitled pursuant to this Section 4(q4(r) are referred to herein as “OTC Delay Payments.” ”. OTC Delay Payments shall be paid on the earlier of (x) the dates set forth above and (y) the third Business Day after the first day that the Common Stock is designated for quotation on the Principal Market. In the event the Company fails to make OTC Delay Payments in a timely manner, such OTC Delay Payments shall bear interest at the rate of two percent 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary, (i) no OTC Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of OTC Delay Payments payable to any Investor, together with any Registration Delay Payments (as defined in the Registration Rights Agreement) payable to such Investor, in each case that are outside of the control of the Company or PubCo, exceed, in the aggregate, 10% of the aggregate Purchase Price of such Investor’s SharesNotes.

OTC Bulletin Board. The Company Holdings shall cause PubCo to use best efforts and to cooperate in Rxxxxx & Rxxxxxx, LLC’s application to cause the Common Stock to become designated for quotation on the Principal Market as soon as practicable following the Closing Date and thereafter to comply with the rules of the Principal Market. If the Common Stock is not designated for quotation on the Principal Market by the 10th Business Day after the earlier to occur of the Effective Date (as defined in the Registration Rights Agreement) or the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) (such date, the “OTC Deadline”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company Holdings shall pay to each Investor (as such term is defined in the Registration Rights Agreement) an amount in cash equal to (i) one percent 1.0% of the aggregate Purchase Price of such Investor’s Shares on the day of the OTC Deadline and (ii) two percent 2.0% of the aggregate Purchase Price of such Investor’s Shares on every 30th day after the day of the OTC Deadline (pro rated prorated for periods totaling less than 30 days) until the Common Stock is designated for quotation on the Principal Market. The payments to which an Investor shall be entitled pursuant to this Section 4(q) 4L are referred to herein as “OTC Delay Payments.” ”. OTC Delay Payments shall be paid on the earlier of (x) the dates set forth above and (y) the third Business Day after the first day that the Common Stock is designated for quotation on the Principal Market. In the event the Company Holdings fails to make OTC Delay Payments in a timely manner, such OTC Delay Payments shall bear interest at the rate of two percent 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary, (i) no OTC Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of OTC Delay Payments payable to any Investor, together with any Registration Delay Payments (as defined in the Registration Rights Agreement) payable to such Investor, in each case that are solely as to which the encurance thereof is outside of the control of the Company or PubCoHoldings, exceed, in the aggregate, aggregate 10% of the aggregate Purchase Price of such Investor’s Shares.

OTC Bulletin Board. The Company Holdings shall cause PubCo to use best efforts and to cooperate in Rxxxxx & Rxxxxxx, LLC’s application to cause the Common Stock to become designated for quotation on the Principal Market as soon as practicable following the Closing Date and thereafter to comply with the rules of the Principal Market. If the Common Stock is not designated for quotation on the Principal Market by the 10th Business Day after the earlier to occur of the Effective Date (as defined in the Registration Rights Agreement) or the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) (such date, the “OTC Deadline”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company Holdings shall pay to each Investor (as such term is defined in the Registration Rights Agreement) an amount in cash equal to (i) one percent 1.0% of the aggregate Purchase Price Face Amount (as such term is defined in the Certificate of Designation) of such Investor’s Shares shares of Series A Preferred Stock on the day of the OTC Deadline and (ii) two percent 2.0% of the aggregate Purchase Price Face Amount of such Investor’s Shares shares of Series A Preferred Stock on every 30th day after the day of the OTC Deadline (pro rated prorated for periods totaling less than 30 days) until the Common Stock is designated for quotation on the Principal Market. The payments to which an Investor shall be entitled pursuant to this Section 4(q) 4L are referred to herein as “OTC Delay Payments.” ”. OTC Delay Payments shall be paid on the earlier of (x) the dates set forth above and (y) the third Business Day after the first day that the Common Stock is designated for quotation on the Principal Market. In the event the Company Holdings fails to make OTC Delay Payments in a timely manner, such OTC Delay Payments shall bear interest at the rate of two percent 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary, (i) no OTC Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of OTC Delay Payments payable to any Investor, together with any Registration Delay Payments (as defined in the Registration Rights Agreement) payable to such Investor, in each case that are solely as to which the encurance thereof is outside of the control of the Company or PubCoHoldings, exceed, in the aggregate, aggregate 10% of the aggregate Purchase Price Face Amount of such Investor’s Sharesshares of Series A Preferred Stock.

OTC Bulletin Board. The Company Holdings shall cause PubCo to use best efforts and to cooperate in Rxxxxx & Rxxxxxx, LLC’s application to cause the Common Stock to become designated for quotation on the Principal Market as soon as practicable following the Closing Date and thereafter to comply with the rules of the Principal Market. If the Common Stock is not designated for quotation on the Principal Market by the 10th Business Day after the earlier to occur of the Effective Date (as defined in the Registration Rights Agreement) or the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement) (such date, the “OTC Deadline”), then, as partial relief for the damages to any holder by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company Holdings shall pay to each Investor (as such term is defined in the Registration Rights Agreement) an amount in cash equal to (i) one percent 1.0% of the aggregate Purchase Price of such Investor’s Shares Notes on the day of the OTC Deadline and (ii) two percent 2.0% of the aggregate Purchase Price of such InvestorBuyer’s Shares Notes on every 30th day after the day of the OTC Deadline (pro rated prorated for periods totaling less than 30 days) until the Common Stock is designated for quotation on the Principal Market. The payments to which an Investor shall be entitled pursuant to this Section 4(q4(l) are referred to herein as “OTC Delay Payments.” ”. OTC Delay Payments shall be paid on the earlier of (x) the dates set forth above and (y) the third Business Day after the first day that the Common Stock is designated for quotation on the Principal Market. In the event the Company Holdings fails to make OTC Delay Payments in a timely manner, such OTC Delay Payments shall bear interest at the rate of two percent 2.0% per month (prorated for partial months) until paid in full. Notwithstanding anything herein or in the Registration Rights Agreement to the contrary, (i) no OTC Delay Payments shall be due and payable with respect to the Warrants or the Warrant Shares and (ii) in no event shall the aggregate amount of OTC Delay Payments payable to any Investor, together with any Registration Delay Payments (as defined in the Registration Rights Agreement) payable to such Investor, in each case that are solely as to which the encurance thereof is outside of the control of the Company or PubCoHoldings, exceed, in the aggregate, aggregate 10% of the aggregate Purchase Price of such Investor’s SharesNotes.