Common use of Nasdaq 19.99% Cap Clause in Contracts

Nasdaq 19.99% Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents (defined below), HOFREC and Lender agree that the total cumulative number of shares of HOFREC Common Stock that may be issued to Lender and its affiliates hereunder and under the other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the number of shares of HOFREC Common Stock issued to Lender and its affiliates under this Note and the other Transaction Documents reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), HOFREC, at its election, will use reasonable commercial efforts to obtain stockholder approval of this Note and the issuance of additional shares of HOFREC Common Stock upon the conversion of the portion of the Loan under this Note, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). For purposes hereof, “Transaction Documents” means, collectively (A) this Note, (B) the Other Secured Instruments, and (C) all other securities and warrants issued, effective as of the Effective Date, by XXXXXX in connection with the transactions contemplated by this Note and the Other Secured Instruments.

Nasdaq 19.99% Cap. Notwithstanding anything to the contrary contained in this Note Agreement or the other Transaction Documents (defined below)Documents, HOFREC Lead Borrower and Lender agree that the total cumulative number of shares of HOFREC Common Stock that may be issued to Lender and its affiliates hereunder and under the other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the number of shares of HOFREC Common Stock issued to Lender and its affiliates under this Note Agreement and the other Transaction Documents reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), HOFRECLead Borrower, at its election, will use reasonable commercial efforts to obtain stockholder approval of this Note Agreement and the issuance of additional shares of HOFREC Common Stock upon the conversion of the portion of the Loan under this NoteAgreement, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). For purposes hereof, “Transaction Documents” meansshall mean this Agreement, collectively (A) this the Certificate of Designations of Series C Convertible Preferred Stock, the Series C Warrant, the Series D Warrant, the Series E Warrants, the Series F Warrants, the Series G Warrant, the Letter Agreement, the IRG Split Note, (B) the Other Secured InstrumentsJKP Split Note, and (C) all other securities and warrants issued, effective as of the Effective Date, by XXXXXX in connection with the transactions contemplated by this Note and the Other Secured InstrumentsSecond Amendment to JKP Note.

Nasdaq 19.99% Cap. Notwithstanding anything to the contrary contained in this Note Warrant or the other Transaction Documents (defined below), HOFREC the Company and Lender Holder agree that the total cumulative number of shares of HOFREC Common Stock that may be issued to Lender Holder and its affiliates Affiliates hereunder and under the other Transaction Documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). If the number of shares of HOFREC Common Stock issued to Lender Holder and its affiliates Affiliates under this Note Warrant and the other Transaction Documents reaches the Nasdaq 19.99% Cap, so as not to violate the 20% limit established in Listing Rule 5635(d), HOFRECthe Company, at its election, will use reasonable commercial efforts to obtain stockholder approval of this Note Warrant and the issuance of additional shares of HOFREC Common Stock issuable upon the conversion exercise of this Warrant in excess of the portion of the Loan under this Note, if necessary, Nasdaq 19.99% Cap in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). For purposes hereof, “Transaction Documents” meansshall mean this Warrant, collectively (A) this the Certificate of Designations of 7.00% Series C Convertible Preferred Stock of the Company, the Amended and Restated Series C Warrant, the Amended and Restated Series D Warrant, the other Series E Warrant, the Series F Warrants, the Letter Agreement, the Amended and Restated Assigned JKP Note, (B) the Other Secured InstrumentsAmended and Restated Assigned IRG Note, the Second Amendment to JKP Note, and (C) all other securities and warrants issued, effective as of the Effective Date, by XXXXXX in connection with the transactions contemplated by this Note and the Other Secured InstrumentsSixth Amendment to Term Loan Agreement.