REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is dated as of June 11, 2020, between Sonim Technologies, Inc., a Delaware corporation (the Company), on the one hand, and B. Riley Principal Investments, LLC (BRPI) and BRC Partners Opportunity Fund, LP (together with BRPI, the Investors) on the other hand.
WHEREAS, pursuant that certain Note Amendment and Debt Cancellation Agreement dated June 1, 2020 between the Company and BRPI, as amended by Amendment No. 1 dated June 9, 2019 (the Debt Cancellation Agreement), the parties have agreed, among other things, that at the closing of the Proposed Offering (as defined below), and contingent thereupon, BRPI shall convert $$6,170,125.51 of the Payoff Amount (as defined in the Debt Cancellation Agreement, and such amount, as referred to herein, the Conversion Payoff Amount) into shares of the Companys Common Stock at a conversion price equal to the price at which shares are offered to the public in the Proposed Offering (the Conversion Shares), which Conversion Shares shall be issued to the Investors in such allocations as may be provided in writing by BRPI to the Company no later than three business days prior to the Effective Time, or if no such notice is given, to Noteholder.
WHEREAS, pursuant to the Debt Cancellation Agreement, the Company and BRPI desire to enter into this Agreement pursuant to which the Company shall use its best efforts to file a registration statement for resale of the Conversion Shares.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investors agree as follows:
1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
(a) Action means any action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the Companys Knowledge, threatened against or affecting the Company, or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign).
(b) Additional Filing Deadline means the later to occur of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered under the immediately preceding effective Registration Statement are sold and (ii) the date six (6) months from the Effective Date of such immediately preceding effective Registration Statement, or, if such date is not a Business Day, the next date that is a Business Day; provided, however, that in the event the foregoing deadline in any case falls within the Grace Period and the Company has not yet filed with the Commission its Complete Form 10-K for the preceding fiscal year by such deadline, then such deadline shall be extended until the Business Day following the date on which the Complete Form 10-K for such preceding fiscal year is filed with the Commission; provided further, however, that such deadline shall not be extended beyond the date that is 120 days following end of the Companys most recent fiscal year (or, if such date is not a Business Day, the next date that is a Business Day). In any case where the Additional Filing Deadline is extended pursuant to the foregoing provisos, then the Additional Filing Deadline, as so extended, shall be deemed the Additional Filing Deadline for all purposes of this Agreement.