Registration Rights Agreements
We have entered into various registration rights agreements, certain of which have continued registration obligations. The following summary of certain provisions of the following registration rights agreements is not intended to be complete, and is subject to, and qualified in its entirety by reference to, all of the provisions of such registration rights agreements.
Pursuant to a Registration Rights Agreement, dated April 21, 2023, that we entered into with Armistice (the “Armistice Registration Rights Agreement”), we have agreed to file this registration statement with respect to the registration of the resale by Armistice of all Registrable Securities (as defined in the Armistice Registration Rights Agreement), and to use our commercially reasonable efforts to cause this registration statement to become effective within the timeframes specified in the Armistice Registration Rights Agreement (but in no event after 60th calendar day following the date of the Armistice Registration Rights Agreement or, in the event of a review by the SEC, the 90th calendar day); failure to do so will result in certain liquidated damages as set forth in the Armistice Registration Rights Agreement. In addition, we agreed that, upon the registration statement being declared effective under the Securities Act, we use commercially reasonable efforts to keep this registration statement continuously effective under the Securities Act until the date that all Registrable Securities covered hereby (i) have been sold thereunder or pursuant to Rule 144 of the Securities Act, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.
We have agreed to indemnify Armistice for certain violations of federal or state securities laws in connection with any registration statement in which such selling stockholder sells its Registrable Securities pursuant to these registration rights. The selling stockholders will, in turn, agree to indemnify us for federal or state securities law violations that occur in reliance upon written information it provides to us for use in the registration statement.
This summary of certain provisions of the Armistice Registration Rights Agreement is not intended to be complete, and is subject to, and qualified in its entirety by reference to, all of the provisions of the Armistice Registration Rights Agreement.
Further, pursuant to the terms of the Neiswonger Agreement, we have agreed to use our commercially reasonable efforts to file a registration statement on Form S-3 registering the 72,500 shares of Class A common stock held by Neiswonger within 30 days of the date of the Neiswonger Agreement.
Other Registration Rights Agreements
Pursuant to the terms of (i) an exchange agreement, dated December 30, 2022, between us and certain parties thereto, we entered into a registration rights agreement with such parties (the “Exchange Registration Rights Agreement”), (ii) a credit agreement, dated October 27, 2022, as subsequently amended, we entered into a registration rights agreement with Whitehawk Finance LLC (the “Whitehawk Registration Rights Agreement”) and (iii) a settlement agreement and mutual release, dated March 28, 2023, we entered into a registration rights agreement with Bruce – Merrilees Electric Co. (the “B&M Registration Rights Agreement” and, together with the Exchange Registration Rights Agreement and the Whitehawk Registration Rights Agreement, the “2023 Registration Rights Agreements”).
Pursuant to the 2023 Registration Rights Agreements, we were required to file a registration statement covering the resale of the Registrable Securities (as defined in each 2023 Registration Rights Agreement) with the SEC on a continuous basis and, upon such registration statement being declared effective under the Securities Act, to use commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act until the date that all securities covered thereunder (i) have been sold thereunder or pursuant to Rule 144 of the Securities Act, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. We filed such registration statement with the SEC on April 5, 2023 (SEC File No. 333-271151), and it was declared effective by the SEC on April 14, 2023.
On September 13, 2022, pursuant to the terms of a securities purchase agreement, dated September 13, 2022, between us and Armistice, as subsequently amended (the “2022 Armistice SPA”) we entered into a registration rights agreement (the “2022 Armistice Registration Rights Agreement”). Pursuant to the 2022 Armistice Registration Rights Agreement, we were required to file a registration statement covering the resale of the securities issued and sold