(iii) Exchange Act means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder, and any successor statute.
(iv) FINRA means the Financial Industry Regulatory Authority, Inc. (or successor thereto).
(v) Filing Deadline for the Registration Statement required pursuant to Section 2(a)(i), shall mean June 10, 2020, and for each Registration Statement required pursuant to Section 2(a)(ii) shall mean the Additional Filing Deadline.
(vi) Investor means any Lender and any transferee or assignee who agrees in writing to become bound by the provisions of this Agreement in accordance with Section 10 hereof.
(vii) Person means and includes any natural person, partnership, joint venture, corporation, trust, limited liability company, limited company, joint stock company, unincorporated organization, government entity or any political subdivision or agency thereof, or any other entity.
(viii) Prospectus means (i) any prospectus (preliminary or final) included in any Registration Statement, as may be amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference in such prospectus, and (ii) any free writing prospectus as defined in Rule 405 under the Securities Act relating to any offering of Registrable Securities pursuant to a Registration Statement.
(ix) Register, Registered, and Registration refer to a registration effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule 415, and the declaration of effectiveness of such Registration Statement (to the extent required, by declaration or ordering of effective, of such Registration Statement by the United States Securities and Exchange Commission (the SEC)).
(x) Registrable Securities for a given Registration, means (a) any shares of Common Stock issued or issuable upon conversion of, or otherwise pursuant to, the Notes (without giving effect to any limitations on conversion set forth in the Notes), (b) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise with respect to any of the foregoing, (c) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Notes, (d) any other shares of Common Stock issuable pursuant to the terms of the Notes, and (e) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing.
(xi) Registration Deadline shall mean, for purposes of any Registration Statement required pursuant to Section 2(a)(i), the date that is seventy-five (75) days after the applicable Filing Deadline, and with respect to any Registration Statement required pursuant to Section 2(a)(ii), the Additional Registration Deadline.
(xii) Registration Failure means that (A) the Company fails to file with the SEC on or before the Filing Deadline any Registration Statement required to be filed pursuant to Section 2 hereof, (B) the Company fails to use its reasonable best efforts to obtain effectiveness with the SEC, prior to the Registration Deadline, and if such Registration Statement does not become effective prior to