Common use of Nasdaq 19.99% Cap Clause in Contracts

Nasdaq 19.99% Cap. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents (defined below), the Company and Holder agree that the total cumulative number of shares of Common Stock that may be issued to Holder 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 Common Stock issued to Holder and its Affiliates under this 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), the Company, at its election, will use reasonable commercial efforts to obtain stockholder approval of this Warrant and the issuance of shares of Common Stock issuable upon the exercise of this Warrant in excess of the Nasdaq 19.99% Cap in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). “Transaction Documents” shall mean this Warrant, the Second Amended and Restated Series D Warrant, the Amended and Restated Series E Warrants, the Amended and Restated Series F Warrants, the Amended and Restated Series G Warrant, the Joinder and Second Amended and Restated Secured COGNOVIT JKP Promissory Note, the Joinder and Second Amended and Restated Secured COGNOVIT IRG Promissory Note, the Joinder and First Amended and Restated Secured COGNOVIT JKP Promissory Note, the Amendment Number 8 to Term Loan Agreement, the Joinder and First Amended and Restated Secured COGNOVIT Bridge Promissory Note, and the MLF Backup Promissory Note.

Nasdaq 19.99% Cap. Notwithstanding anything to the contrary contained in this Warrant Note or the other Transaction Documents (defined below)Documents, the Company HOFREC and Holder agree that the total cumulative number of shares of HOFREC Common Stock that may be issued to 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 Holder and its Affiliates affiliates under this Warrant 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), the CompanyHOFREC, at its election, will use reasonable commercial efforts to obtain stockholder approval of this Warrant Note and the issuance of additional shares of HOFREC Common Stock issuable upon the exercise conversion of the portion of this Warrant in excess of the Nasdaq 19.99% Cap under this Note, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). “Transaction Documents” shall mean (A) this Note, (B) the Certificate of Designations of 7.00% Series C Convertible Preferred Stock, par value $0.0001 per share, of HOFREC, (C) the amended and restated Series C Warrant, dated March 1, 2022, issued by HOFREC to CH Capital Lending, LLC, (D) the Second Amended amended and Restated Series D WarrantWarrant to purchase HOFREC Common Stock, dated March 1, 2022, issued by HOFREC to CH Capital Lending, LLC, (E) the Amended and Restated Series E WarrantsWarrant to purchase HOFREC Common Stock, dated March 1, 2022, issued by HOFREC to CH Capital Lending, LLC, (F) the Amended and Restated Series E Warrant to purchase HOFREC Common Stocks, dated March 1, 2022, issued by HOFREC to IRG, LLC, (G) the Series F WarrantsWarrant to purchase HOFREC Common Stock, dated March 1, 2022, issued by HOFREC to Holder, (H) the Amended and Restated Series G WarrantWarrant to purchase HOFREC Common Stock to be issued by HOFREC to Xxxxxx Xxxxxxx, (I) the Joinder Letter Agreement, dated March 1, 2022, between HOFREC and Second Amended and Restated Secured COGNOVIT JKP Promissory NoteXxxxxx Xxxxxxx, (J) the Joinder and Second Amended and Restated Secured COGNOVIT IRG Promissory Note, the Joinder and [$4,273,543.46] First Amended and Restated Secured COGNOVIT JKP Promissory Note, dated as of March 1, 2022, issued by HOFREC to IRG, LLC, and (K) the Amendment Number 8 to Term Loan Agreement, the Joinder and $4,273,543.46 First Amended and Restated Secured COGNOVIT Bridge Promissory Note, and the MLF Backup Promissory Notedated March 1, 2022, issued by HOFREC to Holder.

Nasdaq 19.99% Cap. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents (defined below), the Company and Holder agree that the total cumulative number of shares of Common Stock that may be issued to Holder 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 Common Stock issued to Holder and its Affiliates under this 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), the Company, at its election, will use reasonable commercial efforts to obtain stockholder approval of this Warrant and the issuance of shares of Common Stock issuable upon the exercise of this Warrant in excess of the Nasdaq 19.99% Cap in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). “Transaction Documents” shall mean this the Second Amended and Restated Series C Warrant,, the Second Amended and Restated Series D Warrant, the Amended and Restated Series E Warrants, the Amended and Restated Series F Warrants, the Amended and Restated Series G Warrant, the Joinder and Second Amended and Restated Secured COGNOVIT JKP Promissory Note, the Joinder and Second Amended and Restated Secured COGNOVIT IRG Promissory Note, the Joinder and First Amended and Restated Secured COGNOVIT JKP Promissory Note, the Amendment Number 8 to Term Loan Agreement, the Joinder and First Amended and Restated Secured COGNOVIT Bridge Promissory Note, and the MLF Backup Promissory Note.

Nasdaq 19.99% Cap. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents (defined below), the Company and Holder agree that the total cumulative number of shares of Common Stock that may be issued to Holder 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 Common Stock issued to Holder and its Affiliates under this 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), the Company, at its election, will use reasonable commercial efforts to obtain stockholder approval of this Warrant and the issuance of shares of Common Stock issuable upon the exercise of this Warrant in excess of the Nasdaq 19.99% Cap in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). “Transaction Documents” shall mean this the Second Amended and Restated Series C Warrant, the Second Amended and Restated Series D Warrant, the Amended and Restated Series E Warrants, the Amended and Restated Series F Warrants, the Amended and Restated Series G Warrant, the Joinder and Second Amended and Restated Secured COGNOVIT JKP Promissory Note, the Joinder and Second Amended and Restated Secured COGNOVIT IRG Promissory Note, the Joinder and First Amended and Restated Secured COGNOVIT JKP Promissory Note, the Amendment Number 8 to Term Loan Agreement, the Joinder and First Amended and Restated Secured COGNOVIT Bridge Promissory Note, and the MLF Backup Promissory Note.

Nasdaq 19.99% Cap. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents (defined below), the Company and Holder agree that the total cumulative number of shares of Common Stock that may be issued to Holder 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 Common Stock issued to Holder and its Affiliates under this 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), the Company, at its election, will use reasonable commercial efforts to obtain stockholder approval of this Warrant and the issuance of shares of Common Stock issuable upon the exercise of this Warrant in excess of the Nasdaq 19.99% Cap in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”). “Transaction Documents” shall mean this Warrant, the Second Amended and Restated Series C Warrant, the Second Amended and Restated Series D Warrant, the Amended and Restated Series E Warrants, the Amended and Restated Series F Warrants, the Amended and Restated Series G Warrant, the Joinder and Second Amended and Restated Secured COGNOVIT JKP Promissory Note, the Joinder and Second Amended and Restated Secured COGNOVIT IRG Promissory Note, the Joinder and First Amended and Restated Secured COGNOVIT JKP Promissory Note, the Amendment Number 8 to Term Loan Agreement, the Joinder and First Amended and Restated Secured COGNOVIT Bridge Promissory Note, and the MLF Backup Promissory Note.