Common use of Exchange Cap Clause in Contracts

Exchange Cap. Subject to Section 3.3(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwise, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwise, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, and the transactions contemplated hereby would exceed 6,703,597 shares of Common Stock (such number of shares equal to 19.9% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLC. The Company shall use its reasonable best efforts to obtain the stockholder approval to issue such number of shares of its Common Stock in excess of the Exchange Cap as may be necessary; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b)).

Exchange Cap. Subject to Section 3.3(b), the The Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby would exceed 6,703,597 shares of Common Stock (such number of shares equal to 19.9% of the aggregate maximum number of shares of Common Stock permitted under applicable rules of the Principal Market that may be issued and outstanding immediately prior to without the execution approval of this Agreement)the Company’s stockholders, which number of shares Common Stock shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Principal Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCPrincipal Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts to obtain stockholders approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b)).

Exchange Cap. Subject to Section 3.3(b), the The Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby would exceed 6,703,597 the greater of 19.99% of the combined shares of Common Stock (such number of plus the shares equal to 19.9% of the aggregate number of shares of Common Stock Company’s Class B common stock, par value $0.0001 per share (the “Class B Stock”), in each case issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stockshares, the “Exchange Cap”), (x) unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market, or (y) unless, and solely to the extent that, the Average Price shall equal or exceed the Base Price. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b))Agreement.

Exchange Cap. Subject to Section 3.3(b3.5(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby would exceed 6,703,597 11,261,790 shares of Common Stock (such number of shares equal to 19.919.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b3.5(b)).

Exchange Cap. Subject to Section 3.3(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwise, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwise, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, and the transactions contemplated hereby would exceed 6,703,597 4,656,828 shares of Common Stock (such number of shares equal to 19.919.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The Company shall use its reasonable best efforts to obtain the stockholder approval on or before October 31, 2025 (the “Stockholder Approval Deadline”) to issue such number of shares of its Common Stock in excess of the Exchange Cap as may be necessaryCap; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b)). In the event that such stockholder approval is not obtained by the Stockholder Approval Deadline, the Company shall hold a stockholder meeting every 90 days and use its reasonable best efforts to solicit stockholder votes until such stockholder approval is obtained.

Exchange Cap. Subject to Section 3.3(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby (including Initial Purchase Shares, Commitment Shares and Shares) would exceed 6,703,597 shares of Common Stock 5,689,663 (such number of shares equal to 19.919.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stockshares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b)).

Exchange Cap. Subject to Section 3.3(b3.4(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby (including the Commitment Shares) would exceed 6,703,597 20,326,316 shares of Common Stock (such number of shares equal to 19.919.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b3.4(b)).

Exchange Cap. Subject to Section 3.3(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect theretoto such purchase and issuance, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby would exceed 6,703,597 shares of Common Stock (such number of shares equal to 19.9representing the lower of (i) 19.99% of the aggregate voting power of the Common Stock and (ii) 19.99% of the total number of shares of Common Stock issued and outstanding Common Stock immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stockshares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b)).

Exchange Cap. Subject to Section 3.3(b), the The Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby would exceed 6,703,597 shares of Common Stock (such number of shares equal to 19.9% of the aggregate maximum number of shares of Common Stock permitted under applicable rules of the Principal Market to be issued and outstanding immediately prior to without a vote of the execution of this Agreement)Company’s shareholders, which number of shares Common Stock shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Principal Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders shareholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCPrincipal Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts shareholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder shareholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b))Agreement.

Exchange Cap. Subject to Section 3.3(b3.4(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby (including the Commitment Shares) would exceed 6,703,597 5,847,725 shares of Common Stock (such number of shares equal to 19.9approximately 19.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b3.4(b)).. ​

Exchange Cap. Subject to Section 3.3(b3.4(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby would exceed 6,703,597 5,166,761 shares of Common Stock (such number of shares equal to 19.919.99% of the combined aggregate number of shares of Common Stock plus the number of shares of the Company’s Class B common stock, par value $0.00001 per share (the “Class B Common Stock”), issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b3.4(b)).

Exchange Cap. Subject to Section 3.3(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwise, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwise, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, and the transactions contemplated hereby would exceed 6,703,597 345,311 shares of Common Stock (such number of shares equal to 19.919.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Nasdaq Capital Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCNasdaq Capital Market. The Company shall use its reasonable best efforts to obtain the stockholder approval to issue such number of shares of its Common Stock in excess of the Exchange Cap as may be necessary; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b)).

Exchange Cap. Subject to Section 3.3(b3.4(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates (including, without limitation, the Commitment Shares) pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby would exceed 6,703,597 11,420,253 shares of Common Stock (such number of shares equal to 19.919.99% of the aggregate number of shares of Common Stock and shares of the Company’s Class B common stock, par value $0.0001 per share, combined, issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b3.4(b)).

Exchange Cap. Subject to Section 3.3(b), the The Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby would exceed 6,703,597 shares of Common Stock (such number of shares equal to 19.9% of the aggregate number of shares of Common Stock representing the lower of (i) 19.99% of the aggregate voting power of the Common Stock and (ii) 19.99% of the total number of shares of issued and outstanding immediately prior to Common Stock, in each case, calculated in accordance with the execution applicable rules of this Agreement)the Principal Market, which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Principal Market (such maximum number of shares of Common Stockshares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCPrincipal Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b))Agreement.

Exchange Cap. Subject to Section 3.3(b)2(e)(ii) below, the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock from the Company pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby (including the Commitment Shares) would exceed 6,703,597 shares of Common Stock 3,464,880 (such number of shares equal to 19.919.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to preceding the execution of this Agreement), which number of shares shall be (i) reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Principal Market and (ii) appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs after the date of this Agreement (such maximum number of shares of Common Stockshares, the “Exchange Cap”), unless and until the Company’s Company elects to obtain stockholder approval of the issuance of Common Stock as contemplated by this Agreement, and the stockholders of the Company have in fact approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to as contemplated by this Agreement, or otherwise, in excess of the Exchange Cap Agreement in accordance with the applicable rules of the NYSE American LLCPrincipal Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarycontemplated by this Agreement; provided, that if such stockholder approval is not obtainedobtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b)2(e)(ii) below).

Exchange Cap. Subject to Section 3.3(b3.4(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby (including the Commitment Shares) would exceed 6,703,597 9,166,668 shares of Common Stock (such number of shares equal to 19.9approximately 19.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b3.4(b)).

Exchange Cap. Subject to Section 3.3(b3.4(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby (including the Commitment Shares) would exceed 6,703,597 2,687,262 shares of Common Stock (such number of shares equal to 19.919.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b3.4(b)).

Exchange Cap. Subject to Section 3.3(b3.4(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby would exceed 6,703,597 shares of Common Stock 6,847,787 (such number of shares equal to 19.919.99% of the aggregate number sum of (i) the shares of Common Stock and (ii) the shares of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”), in each case issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stockshares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b3.4(b)).

Exchange Cap. Subject to Section 3.3(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwise, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwise, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, and the transactions contemplated hereby would exceed 6,703,597 1,152,764 shares of Common Stock (such number of shares equal to 19.919.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLC. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b)).

Exchange Cap. Subject to Section 3.3(b), the The Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby would exceed 6,703,597 shares of Common Stock (such number of shares equal to 19.9% of the aggregate maximum number of shares of Common Stock permitted under applicable rules of the Principal Market to be issued and outstanding immediately prior to without a vote of the execution of this Agreement)Company’s shareholders, which number of shares of Common Stock shall be reduced, on a share-for-share basis, reduced by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Principal Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders shareholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCPrincipal Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts shareholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, provided that if such stockholder shareholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b))Agreement.

Exchange Cap. Subject to Section 3.3(b3.4(b), the Company shall not issue or sell any shares of Common Stock to Investor or any of its Affiliates pursuant to this Agreement or otherwiseAgreement, and the Investor or any of its Affiliates shall not purchase or acquire any shares of Common Stock pursuant to this Agreement or otherwiseAgreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, or otherwise, Agreement and the transactions contemplated hereby (including the Commitment Shares) would exceed 6,703,597 9,569,701 shares of Common Stock (such number of shares equal to 19.919.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of this Agreement), which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the NYSE American LLC Trading Market (such maximum number of shares of Common Stock, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Stock to the Investor or any of its Affiliates pursuant to this Agreement, or otherwise, Agreement in excess of the Exchange Cap in accordance with the applicable rules of the NYSE American LLCTrading Market. The For the avoidance of doubt, the Company may, but shall use be under no obligation to, request its reasonable best efforts stockholders to obtain approve the stockholder approval to issue such number issuance of shares of its Common Stock in excess of the Exchange Cap as may be necessarypursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b3.4(b)).