Common use of Other Limitations Clause in Contracts

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) above. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at At any time before or after during which the Registration Effectiveness DateCommon Stock is not publicly traded, subject any shares acquired pursuant to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any exercise of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may option shall not be relied upon for the registration sold, encumbered, disposed of the resale of any or all of the Registrable Securities, and/or otherwise transferred without first offering (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii"Offer") the Company may (notwithstanding anything or its designee(s)) in writing a right to purchase, for a minimum period of fifteen (15) days, such shares on the same terms and conditions as have been offered by the proposed purchaser. The holder of shares acquired pursuant to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holderoption shall promptly, and in the case of no event later than thirty (i30) or (ii) the Holder shall not be entitled to liquidated damages with respect days prior to the Registrable Securities not registered for proposed consummation of a sale, encumbrance, disposal or other transfer of shares, provide the reason set forth in (i) Company with written notice containing the name and address of the proposed purchaser or so reduced on a pro rata basis as set forth in (ii) above. The Company shall use its commercially reasonable efforts at transferee of any such rights, the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders amount and form of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement consideration to be declared effective under the Securities Act as soon as possiblepaid for any such transaction, and shall use its commercially reasonable efforts such additional information as the Board or a committee may require in order to keep such registration statement continuously effective under evaluate the Securities Act during proposed transaction and the entire Effectiveness PeriodCompany's rights hereunder. No liquidated damages shall accrue or be payable to any Holder Any repurchase of shares pursuant to this Section 3(c11 shall be made at a closing ("Closing") to be held not less than five (5) and not more than fifteen (15) days prior to the proposed consummation of a sale, encumbrance, disposal or other transfer of the shares. The Company will determine the date, place and time of the Closing and will notify the holder of such shares in writing. The aggregate purchase price of the shares to be repurchased shall be paid in full at the Closing unless the offer contains other payment terms more favorable to the Company, in which event such other terms shall apply. If the Company does not accept the Offer within fifteen (15) days of such offer then the holder of such shares may, during the thirty (30) days following the expiration of such initial fifteen (15) day period, dispose of such shares in accordance with respect terms set forth in the Offer, to the purchaser named therein. Unless the Board or a committee determines otherwise, any purchaser of shares pursuant to this Section 13 shall acquire such shares free and clear of the restrictions contained herein. If the holder of such shares does not dispose of such shares within the additional thirty (30) day period, the restrictions contained in this Section 9 shall again apply. The restriction in this Section 9 shall be reflected in the stock legend for any share to which this Section 9 applies. This Section 9 will not apply to any Registrable Securities that are excluded by reason shares acquired pursuant to the exercise of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely option to the extent of such limitation, prohibition or delay shall not be deemed a failure shares are covered by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment transfer restrictions of any liquidated damages by a shareholders' agreement with the Company under this Agreementand one or more of its other shareholders.

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination is that (xi) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (yii) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (ziii) a Holder of any Registrable Securities must be named as an underwriterunderwriter and such Holder does not consent to be so named in the Registration Statement, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for registered; provided that the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) above. The Company shall continues to use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of all such Reduction Registrable Securities) , using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for the reasons and time periods during a Blackout Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination is that (xi) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (yii) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (ziii) a Holder of any Registrable Securities must be named as an underwriterunderwriter and such Holder does not consent to be so named in the Registration Statement, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for registered; provided that the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) above. The Company shall continues to use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of all such Reduction Registrable Securities) , using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for the reasons and time periods during a Blackout Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of registration obligations set forth in Section 3(b) above3(a), if (i) the Commission does not declare Staff informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly inform each of the Holders thereof and file and an amendment to the Registration Statement effective as required by the Staff, covering the maximum number of Registrable Securities permitted to be registered by the Staff as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonably diligent efforts to advocate with the Staff for the registration of all of the Registrable Securities in accordance with applicable guidance of the Staff, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if the Staff limits the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonably diligent efforts to advocate with the Staff for the registration of all or before a greater portion of Registrable Securities), the Registration Effectiveness Date, or (ii) the Commission allows Company shall remove from the Registration Statement to be declared effective at any time before or after such number of Registrable Securities as specified by the Registration Effectiveness Date, subject to Commission on behalf of all of the withdrawal holders of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth in among the holders thereof (ii) aboveany such eliminated shares, the “Reduction Securities”). The In the event of a cutback hereunder, the Company shall use its commercially reasonable efforts give the Holder at least three (3) Trading Days prior written notice along with the first opportunity that is permitted calculations as to such H▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will file with the Commission, as promptly as allowed by the Commission Staff or applicable guidance of the Staff provided to the Company or to registrants of securities in general, one or more New Registration Statements on such other form available to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of registration obligations set forth in Section 3(b) above2(a), if (i) the Commission does not declare Staff informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly inform each of the Holders thereof and file and an amendment to the Registration Statement effective as required by the Staff, covering the maximum number of Registrable Securities permitted to be registered by the Staff as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonably diligent efforts to advocate with the Staff for the registration of all of the Registrable Securities in accordance with applicable guidance of the Staff , including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(c), if the Staff limits the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonably diligent efforts to advocate with the Staff for the registration of all or before a greater portion of Registrable Securities), the Registration Effectiveness Date, or (ii) the Commission allows Company shall remove from the Registration Statement to be declared effective at any time before or after such number of Registrable Securities as specified by the Registration Effectiveness Date, subject to Commission on behalf of all of the withdrawal holders of certain Registrable Securities from the Registration Statement, and Registrable Securities in the reason for following order: (i) or (ii) is first from the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reducePlacement Agent Warrant Shares, on a pro rata basis, in basis among the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or holders thereof; (ii) the Holder shall not be entitled to liquidated damages with respect to second from the Registrable Securities not registered for the reason set forth in (i) or so reduced Pre-Merger Shares, on a pro rata basis as set forth in among the holders thereof; (iiiii) abovethird from the Offering Shares, the Offering Warrant Shares, the Pre-Merger Warrant Shares and the Note Conversion Shares, on a pro rata basis among the holders thereof (any such eliminated shares, the “Reduction Securities”). The In the event of a cutback hereunder, the Company shall use its commercially reasonable efforts give the Holder at least three (3) Trading Days prior written notice along with the first opportunity that is permitted calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will file with the Commission, as promptly as allowed by the Commission Staff or applicable guidance of the Staff provided to the Company or to registrants of securities in general, one or more New Registration Statements on such other form available to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of registration obligations set forth in Section 3(b) above2(a), if (i) the Commission does not declare Staff informs the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination Company that (x) the offering of any all of the Registrable Securities constitutes cannot, as a primary result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly inform each of securities the Holders thereof and file and an amendment to the Registration Statement as required by the CompanyStaff, (y) Rule 415 may not covering the maximum number of Registrable Securities permitted to be relied upon registered by the Staff as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonably diligent efforts to advocate with the Staff for the registration of the resale of any or all of the Registrable SecuritiesSecurities in accordance with applicable guidance of the Staff , and/or (z) a Holder including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of any Registrable Securities must be named as an underwriter, the Holders understand this Agreement and agree that in the case of (ii) the Company may (notwithstanding anything subject to the contrary contained herein) reducepayment of liquidated damages pursuant to Section 2(c), on a pro rata basis, in if the manner provided above, Staff limits the total number of Registrable Securities permitted to be registered on behalf a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonably diligent efforts to advocate with the Staff for the registration of each such Holderall or a greater portion of Registrable Securities), and unless otherwise directed in writing by a Holder as to its Registrable Securities or by the case Commission, all of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for other than the reason set forth in (i) or so reduced Offering Shares will be eliminated from the Registration Statement before any Offering Shares are eliminated and, if any Offering Shares must be eliminated, they will be eliminated on a pro rata basis as set forth in based upon the number of Offering Shares held by the Holders holding the Offering Shares (ii) aboveany such eliminated shares, the “Reduction Securities”). The In the event of a cutback hereunder, the Company shall use its commercially reasonable efforts give the Holder at least three (3) Trading Days prior written notice along with the first opportunity that is permitted calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will file with the Commission, as promptly as allowed by the Commission Staff or applicable guidance of the Staff provided to the Company or to registrants of securities in general, one or more New Registration Statements on such other form available to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of registration obligations set forth in Section 3(b) above3(a), if (i) the Commission does not declare Staff informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly inform each of the Holders thereof and file and an amendment to the Registration Statement effective as required by the Staff, covering the maximum number of Registrable Securities permitted to be registered by the Staff as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonably diligent efforts to advocate with the Staff for the registration of all of the Registrable Securities in accordance with applicable guidance of the Staff, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if the Staff limits the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonably diligent efforts to advocate with the Staff for the registration of all or before a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities or by the Registration Effectiveness DateCommission, or (ii) the Commission allows Company shall amend the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities remove from the Registration Statement, and Statement such number of Registrable Securities as specified by the reason for Commission in the following order: (i) or (ii) is first from the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reducePlacement Agent Warrant Shares, on a pro rata basis, in basis among the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, holders thereof; and in the case of (i) or (ii) second from the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced Offering Shares, on a pro rata basis among the holders thereof (such removed Registrable Securities, the “Reduction Securities”). In the event of such a cutback hereunder, the Company shall give each applicable Holder at least three (3) Trading Days prior written notice along with the calculations as set forth to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in (ii) above. The accordance with the foregoing, the Company shall use its commercially reasonable efforts at within sixty (60) calendar days after the SEC Effective Date, or within ten (10) Business Days after the first opportunity date that is permitted by the Commission Staff if filing within such sixty (60) calendar day period is not permitted by the Staff (the “New Registration Statement Filing Deadline”) to register for resale as many of the Reduction Securities as the Commission will permit (pro rata among the Holders of such Reduction Securities) using one or more registration statements Registration Statements (any such Registration Statement, a “New Registration Statement”) that it is then entitled to use, and to cause such New Registration Statement(s) to become effective as soon as practicable, but no later than promptly after the initial filing date of the New Registration Statement, as such period may be extended by the obligation under applicable rules and regulations of the Commission under the Securities Act to include updated financial statements before it can be declared effective (the “New Registration Statement Effectiveness Deadline”), until all of the Reduction Securities have been so registered; provided, however, that the Company shall not be required to register such Reduction Securities during a Blackout Period; provided, further, that the Company shall not be required to register such Reduction Securities at intervals more frequently than six (6) months or at such times as the Staff may permit until all of the Reduction Securities are registered. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement New Registration Statement continuously effective (including by filing an additional Registration Statement if the Initial Registration Statement expires) under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) above. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. Notwithstanding the foregoing, the Company shall be entitled to suspend the effectiveness of such Registration Statement at any time prior to the expiration of the Effectiveness Period for the reasons and time periods during a Blackout Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of registration obligations set forth in Section 3(b) above3(a), if (i) the Commission does not declare Staff informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly inform each of the Holders thereof and file and an amendment to the Registration Statement effective as required by the Staff, covering the maximum number of Registrable Securities permitted to be registered by the Staff as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonably diligent efforts to advocate with the Staff for the registration of all of the Registrable Securities in accordance with applicable guidance of the Staff , including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement, if the Staff limits the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonably diligent efforts to advocate with the Staff for the registration of all or before a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities or by the Registration Effectiveness DateCommission, or (ii) the Commission allows Company shall amend the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities remove from the Registration Statement, and Statement such number of Registrable Securities as specified by the reason for Commission in the following order: (i) or (ii) is first from the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduceMerger Shares, on a pro rata basis, in basis among the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or holders thereof; (ii) second from the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced Placement Agent Warrant Shares, on a pro rata basis among the holders thereof; (iii) third from the Registrable Pre-Merger Shares and the Advisor Shares, on a pro rata basis among the holders thereof; and (iv) fourth from the Offering Shares, on a pro rata basis among the holders thereof (such removed Registrable Securities, the “Reduction Securities”). In the event of such a cutback hereunder, the Company shall give each applicable Holder at least three (3) Trading Days prior written notice along with the calculations as set forth to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in (ii) above. The accordance with the foregoing, the Company shall use its commercially reasonable efforts at within sixty (60) calendar days after the SEC Effective Date, or within ten (10) Business Days after the first opportunity date that is permitted by the Commission Staff if filing within such sixty (60) calendar day period is not permitted by the Staff (the “New Registration Statement Filing Deadline”) to register for resale as many of the Reduction Securities as the Commission will permit (pro rata among the Holders of such Reduction Securities) using one or more registration statements Registration Statements (any such Registration Statement, a “New Registration Statement”) that it is then entitled to use, and to cause such New Registration Statement(s) to become effective as soon as practicable, but no later than promptly after the initial filing date of the New Registration Statement, as such period may be extended by the obligation under applicable rules and regulations of the Commission under the Securities Act to include updated financial statements before it can be declared effective (the “New Registration Statement Effectiveness Deadline”), until all of the Reduction Securities have been so registered; provided, however, that the Company shall not be required to register such Reduction Securities during a Blackout Period; provided, further, that the Company shall not be required to register such Reduction Securities at intervals more frequently than six (6) months or at such times as the Staff may permit until all of the Reduction Securities are registered. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement New Registration Statement continuously effective (including by filing an additional Registration Statement if the Initial Registration Statement expires) under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding In addition to the limitation set forth in paragraph 22 hereof, Mortgagor agrees that the following events shall not occur on or after the day and year first above written without the prior written consent of Mortgagee: (a) transfer or assignment of any interest whatsoever in the property; (b) encumbering of all or any part of the Property except in favor of Mortgagee; (c) conversion of the Property into a form of ownership other than its present use; (d) sales or leases of interval ownership or time sharing of all or any part of the Property. If any of such events do occur, such shall be deemed a default under this Mortgage, and the Mortgagee or holder shall have the right to accelerate the maturity of this Mortgage as though it were due and payable on the day of such default and to demand payment in full of the said Note or any unpaid balance thereof, and to exercise all rights and remedies herein or by law reserved to the Mortgagee the same as in any event of default hereunder, anything contained in the Note secured hereby or herein to the contrary notwithstanding. There shall be no requirement of any curative period, and the provisions of Section 3(b) aboveparagraph 19 hereof as to curative periods are inapplicable, if (i) for curing such event of default under this paragraph 23 or under paragraph 22 hereof. The Mortgagor acknowledges that the Commission does loan secured hereby is a purchase money obligation and that Mortgagee is making such loan to Mortgagor not declare only on the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any basis of the Registrable Securities constitutes a primary offering of securities collateral secured by this Mortgage but likewise on the Company, (y) Rule 415 may not be relied upon for the registration basis of the resale of any or Mortgagor owning all of the Registrable SecuritiesProperty during the term of said loan. Accordingly, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree Mortgagor agrees that limitations contained in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holderthis paragraph 23, and in paragraph 22 hereof shall be strictly construed against the case Mortgagor and in favor of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) aboveMortgagee. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders Any default under any of such Reduction Securities) using one limitations shall be non_rebuttable and conclusively presumed to jeopardize the security and collateral of Mortgagee for its loan, as same is defined and construed under Florida appellate decisions as may exist from time to time (but without any expressed or more registration statements implied consent or waiver that it is then entitled to use. The Company state law rather than federal law shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under applicable in the Securities Act as soon as possible, construction and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason application of the Staff limiting foregoing provisions). At the number option and in the sole discretion of Registrable Securities that may be sold pursuant to Mortgagee, Federal regulatory or statutory law as affects "due on sale" or "due on encumbrance" clauses when a registration statement; provided that federal savings and loan association is the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by lender shall apply and control, rather than Florida law, irrespective of any other available means. Notwithstanding anything herein provision contained in this Mortgage to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of Section 3(b) above, if If (i) the Commission does not declare the Registration Statement effective on or before the Registration Effectiveness Date, or (ii) the Commission allows the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities from the Registration Statement, and the reason for (i) or (ii) is the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduce, on a pro rata basis, in the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or (ii) the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced on a pro rata basis as set forth in (ii) above. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities (pro rata among the Holders of such Reduction Securities) using one or more registration statements that it is then entitled to use. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement continuously effective under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.

Other Limitations. Notwithstanding the provisions of registration obligations set forth in Section 3(b) above3(a), if (i) the Commission does not declare Staff informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly inform each of the Holders thereof and file and an amendment to the Registration Statement effective as required by the Staff, covering the maximum number of Registrable Securities permitted to be registered by the Staff as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonably diligent efforts to advocate with the Staff for the registration of all of the Registrable Securities in accordance with applicable guidance of the Staff, including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 3(b), if the Staff limits the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonably diligent efforts to advocate with the Staff for the registration of all or before a greater portion of Registrable Securities), unless otherwise directed in writing by the Registration Effectiveness DateCommission, or (ii) the Commission allows Company shall amend the Registration Statement to be declared effective at any time before or after the Registration Effectiveness Date, subject to the withdrawal of certain Registrable Securities remove from the Registration Statement, and Statement such number of Registrable Securities as specified by the reason for Commission in the following order: (i) or (ii) is first from the Commission’s determination that (x) the offering of any of the Registrable Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an underwriter, the Holders understand and agree that in the case of (ii) the Company may (notwithstanding anything to the contrary contained herein) reduceMerger Shares, on a pro rata basis, in basis among the manner provided above, the total number of Registrable Securities to be registered on behalf of each such Holder, and in the case of (i) or holders thereof; (ii) second from the Holder shall not be entitled to liquidated damages with respect to the Registrable Securities not registered for the reason set forth in (i) or so reduced Placement Agent Warrant Shares, on a pro rata basis among the holders thereof; (iii) third from the Registrable Pre-Merger Shares and the Advisor Shares, on a pro rata basis among the holders thereof; and (iv) fourth from the Offering Shares, on a pro rata basis among the holders thereof (such removed Registrable Securities, the “Reduction Securities”) In the event of such a cutback hereunder, the Company shall give each applicable Holder at least three (3) Trading Days prior written notice along with the calculations as set forth to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in (ii) above. The accordance with the foregoing, the Company shall use its commercially reasonable efforts at within sixty (60) calendar days after the SEC Effective Date, or within ten Business Days after the first opportunity date that is permitted by the Commission Staff if filing within such sixty (60) calendar day period is not permitted by the Staff (the “New Registration Statement Filing Deadline”) to register for resale as many of the Reduction Securities as the Commission will permit (pro rata among the Holders of such Reduction Securities) using one or more registration statements Registration Statements (any such Registration Statement, a “New Registration Statement”) that it is then entitled to use, and to cause such New Registration Statement(s) to become effective as soon as practicable, but no later than 75 calendar days after the initial filing date of the New Registration Statement, as such period may be extended by the obligation under applicable rules and regulations of the Commission under the Securities Act to include updated financial statements before it can be declared effective (the “New Registration Statement Effectiveness Deadline”), until all of the Reduction Securities have been so registered; provided, however, that the Company shall not be required to register Reduction Securities during a Blackout Period. The Company shall use its commercially reasonable efforts to cause each such registration statement to be declared effective under the Securities Act as soon as possible, and shall use its commercially reasonable efforts to keep such registration statement New Registration Statement continuously effective (including by filing an additional Registration Statement if the Initial Registration Statement expires) under the Securities Act during the entire Effectiveness Period. No liquidated damages shall accrue or be payable to any Holder pursuant to this Section 3(c) with respect to any Registrable Securities that are excluded by reason of the Staff limiting the number of Registrable Securities that may be sold pursuant to a registration statement; provided that the Company continues to use commercially reasonable efforts to register such Registrable Securities for resale by other available means. Notwithstanding anything herein to the contrary, if the Commission limits the Company’s ability to file, or prohibits or delays the filing of a new registration statement, the Company’s compliance with such limitation, prohibition or delay solely to the extent of such limitation, prohibition or delay shall not be deemed a failure by the Company to use commercially reasonable efforts as set forth above or elsewhere in this Agreement and shall not require the payment of any liquidated damages by the Company under this Agreement.