Common use of Penalty Provisions Clause in Contracts

Penalty Provisions. (i) If the Company does not file a Shelf Registration Statement registering the resale of the Registrable Shares with the Commission by the deadline set forth in Section 2(a), as applicable, other than as a result of the Commission being unable to accept such filings, dividends on the outstanding Common Stock, payable only in additional Common Stock (the “Special Dividends”), shall accrue and be payable in accordance with the Company Charter and Section 2(h). (ii) If the Shelf Registration Statement is not effective and the Common Stock is not listed and trading on a National Securities Exchange by the deadline set forth in Section 2(a) or Section 2(b)(iii), as applicable, then the Special Dividends shall accrue and be payable in accordance with Company Charter and Section 2(h). (iii) If a registration statement registering shares of Common Stock with the Commission is not effective and the Common Stock is not listed and trading on a National Securities Exchange by November 30, 2020, then the Company shall obtain a valuation analysis of the Company’s net asset value from an independent third-party valuation firm (which, for the avoidance of doubt, shall not constitute an appraisal) by December 31, 2020, and shall issue a report to the Company’s stockholders disclosing the results of such analysis. (iv) No equity incentive award granted to Xxxx Xxxxxxxxx or Xxxx Xxxxxxx pursuant to the Company’s 2019 Omnibus Incentive Compensation Plan shall vest or be exercisable (and no forfeiture restrictions applicable to any such award shall lapse) until such time as the Shelf Registration Statement is effective and the Common Stock is listed on a National Securities Exchange. In addition, the Company will not issue any shares of Common Stock under the Company’s 2019 Omnibus Incentive Compensation Plan that will vest or be exercisable (and no forfeiture restrictions applicable to any such award shall lapse) until such time as the Shelf Registration Statement is effective and the Common Stock is listed on a National Securities Exchange.

Penalty Provisions. (i) If the Company does not file or confidentially submit a Shelf Registration Statement registering the resale of the Registrable Shares with the Commission by the deadline set forth in Section 2(a), as applicable, other than as a result of the Commission being unable to accept such filings, dividends on the outstanding Common StockShares, payable only in additional Common Stock Shares (the “Special Stock Dividends”), shall accrue and be payable in accordance with the Company Charter and Section 2(h).beginning on the day after the applicable date by which the Company was required to file the Shelf Registration Statement until the Shelf Registration Statement is filed; (ii) If if the Shelf Registration Statement is not effective effective, and the Common Stock is Registrable Shares are not listed and trading on a National Securities Exchange Exchange, by the deadline set forth in Section 2(a) or Section 2(b)(iii), as applicableTrigger Date, then the Special Stock Dividends shall accrue and be payable in accordance with the Company Charter and Section 2(h).beginning on the date immediately following the Trigger Date until the date specified in the Company Charter; and (iii) If As of the Closing Date, the Sponsor and the Management Holders shall have deposited into an escrow account designated by X. Xxxxx FBR (the “Escrow Account”) and administered by the Escrow Agent, stock certificates representing that number of Class B Shares set forth opposite their respective names on Exhibit A and applicable stock powers. In the event that any Special Stock Dividend is paid by the Company, the Company and X. Xxxxx FBR shall submit joint written instructions to the Escrow Agent to release from the Escrow Account (A) such Class B Shares of the Sponsor and the Management Holders, in an amount of shares equal to the aggregate Special Stock Dividend paid by the Company, on a registration statement pro rata basis, to the Company be repurchased by the Company at a price of $0.01 per share, and immediately cancelled by the Company following such repurchase, and (B) any remaining Class B Shares in the Escrow Account (after the release of such Class B Shares pursuant to the immediately foregoing clause (A)) to the Sponsor and the Management Holders. In the event that (x) the Company files or confidentially submits a Shelf Registration Statement registering shares the resale of Common Stock the Registrable Shares with the Commission by the deadline set forth in Section 2(a), (y) the Shelf Registration Statement is not effective effective, and the Common Stock is not Registrable Shares are listed and trading on a National Securities Exchange Exchange, by November 30the Trigger Date, 2020and (z) no Special Stock Dividends have accrued and are payable, then the Company and X. Xxxxx FBR shall obtain a valuation analysis of the Company’s net asset value from an independent third-party valuation firm (which, for the avoidance of doubt, shall not constitute an appraisal) by December 31, 2020, and shall issue a report submit joint written instructions to the Company’s stockholders disclosing Escrow Agent to release from the results of such analysis. (iv) No equity incentive award granted to Xxxx Xxxxxxxxx or Xxxx Xxxxxxx pursuant Escrow Account all the Class B Shares in the Escrow Account to the Company’s 2019 Omnibus Incentive Compensation Plan shall vest or be exercisable (and no forfeiture restrictions applicable to any such award shall lapse) until such time as the Shelf Registration Statement is effective Sponsor and the Common Stock is listed on a National Securities Exchange. In addition, the Company will not issue any shares of Common Stock under the Company’s 2019 Omnibus Incentive Compensation Plan that will vest or be exercisable (and no forfeiture restrictions applicable to any such award shall lapse) until such time as the Shelf Registration Statement is effective and the Common Stock is listed on a National Securities ExchangeManagement Holders.