New York Courts means the state and federal courts sitting in the City of
New York, Borough of Manhattan.
Nonvoting Securities shall have the meaning ascribed to such term in 12 C.F.R. §
225.2.
OFAC has the meaning set forth in Section 3.1(ll).
Original Agreement means that certain Securities Purchase Agreement, dated as of December 21, 2023, by and among the
Company and the purchasers signatory thereto.
Outside Date means December 6, 2024.
Person means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint
stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.
Placement Agent has the meaning set forth in the Recitals.
Preferred Shares has the meaning set forth in the Recitals.
Preferred Stock has the meaning set forth in the Recitals.
Preferred Stock Articles of Amendment has the meaning ascribed to such term in the SPA.
Preferred Stock Purchase Price means $9,566.13 per share of Preferred Stock.
Principal Trading Market means the Trading Market on which the Common Stock is primarily listed on and quoted for trading,
which, as of the date of this Agreement and the Closing Date, shall be the NYSE American.
Proceeding means an action,
claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition) before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative
agency, regulatory authority, stock market, stock exchange or trading facility.
Purchaser has the meaning set forth in
the Recitals.
Purchaser Deliverables has the meaning set forth in Section 2.2(b).
Purchaser Indemnified Party has the meaning set forth in Section 4.8(a).
Registrable Securities has the meaning ascribed to such term in the Registration Rights Agreement.
Registration Rights Agreement has the meaning set forth in the Recitals.
Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights
Agreement and covering the resale by the Purchaser of the Registrable Securities.
Regulation D has the meaning set
forth in the Recitals.
Regulatory Approvals has the meaning set forth in Section 4.13.
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