Common use of Effect of Failure to File and Obtain and Maintain Effectiveness of Mandatory Registration Statement Clause in Contracts

Effect of Failure to File and Obtain and Maintain Effectiveness of Mandatory Registration Statement. If (A) a Registration Statement covering Registrable Securities and required to be filed by the Company pursuant to Section 2(a) or Section 2(d) is not (I) filed with the SEC on or before the applicable Filing Deadline or (II) declared effective by the SEC on or before the applicable Effectiveness Deadline, or (B) on any day after Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 5(t)) pursuant to such Registration Statement (including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock, as determined in accordance with Section 2(e), or because a post-effective amendment to such Registration Statement has been filed but not been declared effective), then, as partial relief for the damages to any holder of Warrants 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 such holder an amount in cash equal to the product of (X) the total Aggregate Exercise Price (as defined in the Warrant) of the Warrant held by such holder, multiplied by (Y) the sum of (I) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (II) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (III) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of (1) the number of days after the applicable Filing Deadline that such Registration Statement is not filed with the SEC, plus (2) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (3) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Warrant Registrable Securities required to be included on such Warrant Registration Statement pursuant to this Section 2. The payments to which a holder shall be entitled pursuant to this Section 2(e) are referred to herein as “Warrant Share Registration Delay Payments.” Warrant Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Warrant Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Warrant Share Registration Delay Payments in a timely manner, such Warrant Registration Delay Payments shall bear interest, in each case until paid in full, at a rate equal to the lesser of (A) 2.0% per month (equivalent to a per annum rate of 24.0%), prorated for partial months, and (B) the highest lawful interest rate.

Effect of Failure to File and Obtain and Maintain Effectiveness of Mandatory Registration Statement. If (A) a Registration Statement covering Registrable Securities and required to be filed by the Company pursuant to Section 2(a) or Section 2(d) is not (I) filed with the SEC on or before the applicable Filing Deadline or (II) declared effective by the SEC on or before the applicable Effectiveness Deadline, or (B) on any day after Registration Statement has been declared effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined in Section 5(t)) pursuant to such Registration Statement (including because of a failure to keep the such Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or to register sufficient shares of Common Stock, as determined in accordance with Section 2(e), or because a post-effective amendment to such Registration Statement has been filed but not been declared effective), then, as partial relief for the damages to any holder of Warrants 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 such holder an amount in cash equal to the product of (X) the total Aggregate Exercise Price (as defined in the Warrant) of the Warrant held by such holder, multiplied by (Y) the sum of (I) 0.02, if such Registration Statement is not filed by the applicable Filing Deadline, plus (II) 0.02, if such Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (III) the product of (I) 0.000667 multiplied by (II) the sum (without duplication) of (1) the number of days after the applicable Filing Deadline that such Registration Statement is not filed with the SEC, plus (2) the number of days after the applicable Effectiveness Deadline that such Registration Statement is not declared effective by the SEC, plus (3) the number of days after such Registration Statement has been declared effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale of at least all the Warrant Registrable Securities required to be included on such Warrant Registration Statement pursuant to this Section 2. The payments to which a holder shall be entitled pursuant to this Section 2(e) are referred to herein as “"Warrant Share Registration Delay Payments.” " Warrant Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during which such Warrant Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Warrant Share Registration Delay Payments in a timely manner, such Warrant Registration Delay Payments shall bear interest, in each case until paid in full, at a rate equal to the lesser of (A) 2.0% per month (equivalent to a per annum rate of 24.0%), prorated for partial months, and (B) the highest lawful interest rate.