Common use of Waiver of Transfer Restrictions Clause in Contracts

Waiver of Transfer Restrictions. Each Pledgor and, by its acknowledgement hereto, each issuer of any of the Pledged Collateral hereby consent to the terms and conditions contained in this Agreement, to the transactions contemplated thereby and to all future amendments thereto, notwithstanding any limitations or restrictions on such transactions set forth in the governing documents of such issuer or otherwise with respect to the transfer of the Pledged Collateral. Without limiting the foregoing, each Pledgor and each issuer agree that any rights of first refusal, options to purchase or other conditions or restrictions affecting the transfer of the Pledged Collateral (each a “Transfer Restriction”) shall not be triggered by, or otherwise in any respect be applicable to, the execution and delivery of this Agreement or the exercise of Secured Party’s rights and remedies under this Agreement, as amended from time to time, and upon Secured Party’s exercise of its rights and remedies under this Agreement (as amended from time to time), Secured Party, a purchaser at a foreclosure sale of the Pledged Collateral or such party’s designee shall be immediately and automatically admitted as an owner of each applicable issuer with all ownership rights accruing to it (including, without limitation, all rights to distributions, management and voting) without the need to obtain the consent of any owner or any issuer or to provide a right of first refusal or option to purchase with the respect to the Pledged Collateral in favor of any owner, any issuer or any other Person or comply with any other Transfer Restriction, notwithstanding anything in the governing documents of such issuer, any agreement to which any Pledgor is a party with respect to the Pledged Collateral or otherwise to the contrary or in conflict thereof. To the extent necessary to give full effect to this Agreement (including right of Secured Party to be vested with all economic, voting, management and ownership rights in the Pledged Collateral following and during the continuation of an Event of Default), the applicable organizational documents for each issuer of any of the Pledge Collateral shall automatically be deemed amended as necessary.

Waiver of Transfer Restrictions. Each Pledgor and, by its acknowledgement hereto, each issuer of any of the Pledged Collateral Debtor and Debtor hereby consent to the terms and conditions contained in this Pledge Agreement, to the transactions contemplated thereby and to all future amendments theretothereby, notwithstanding any limitations or restrictions on such transactions set forth in the governing documents of such issuer Brookwood or otherwise with respect to the transfer of the Pledged Collateral. Without limiting the foregoing, each Pledgor and each issuer agree Debtor agrees that any rights of first refusal, options to purchase purchase, or other conditions or restrictions affecting the transfer of the Pledged Collateral (each a “Transfer Restriction”) shall not be triggered by, or otherwise in any respect be applicable to, the execution and delivery of this Pledge Agreement or the exercise of Secured Party’s rights and remedies under this Agreement, Pledge Agreement (as amended from time to time), and upon Secured Party’s exercise of its rights and remedies under this Pledge Agreement (as amended from time to time), Secured Party, a purchaser at a foreclosure sale of the Pledged Collateral or such party’s designee shall be immediately and automatically admitted as an owner of each applicable issuer Brookwood with all ownership rights accruing to it (including, without limitation, all rights to distributions, management distributions and voting) without the need to obtain the consent of any owner or any issuer Brookwood or to provide or comply with a right of first refusal or refusal, option to purchase purchase, or other restrictions on transfer with the respect to the Pledged Collateral in favor of any owner, any issuer Brookwood or any other Person or comply with any other Transfer RestrictionPerson, notwithstanding anything in the governing documents of such issuerBrookwood, any agreement to which any Pledgor Debtor is a party with respect to the Pledged Collateral or otherwise to the contrary or in conflict thereof. To the extent necessary to give full effect to this Agreement (including right of Secured Party to be vested with all economic, voting, management and ownership rights in the Pledged Collateral following and during the continuation of an Event of Default), the applicable organizational documents for each issuer of any of the Pledge Collateral shall automatically be deemed amended as necessary[Signature on next page.]

Waiver of Transfer Restrictions. Each Pledgor and, by its acknowledgement hereto, each issuer of any of the Pledged Collateral hereby consent to the terms and conditions contained in this Agreement, to Agreement and the transactions contemplated thereby and to all future amendments theretohereby, notwithstanding any limitations or restrictions on such transactions set forth in the governing documents of such issuer Pledgor or otherwise with respect to the pledge or transfer of any of the Pledged Subject Collateral. Without limiting the foregoing, each Pledgor and each issuer agree agrees that any rights of first refusal, options to purchase or other conditions or restrictions affecting the transfer of any of the Pledged Subject Collateral (each a “Transfer Restriction”) shall not be triggered by, or otherwise in any respect be applicable to, the execution and delivery of this Agreement or the exercise of Secured PartyLender’s rights and remedies under this Agreement, as amended amended, restated, supplemented or otherwise modified from time to time, and upon Secured PartyLender’s exercise of its rights and remedies under this Agreement (as amended amended, restated, supplemented or otherwise modified from time to time)) after the occurrence of an Acceleration Event in accordance with the terms hereof, Secured PartyLender, a purchaser at a foreclosure sale of the Pledged Subject Collateral or any such party’s designee shall be immediately and automatically admitted as an owner of each applicable issuer such Pledged Subsidiaries with all ownership rights accruing to it (including, without limitation, all rights to distributions, management distributions and voting) without the need to obtain the consent of any owner or any issuer such Pledged Subsidiaries or to provide or comply with a right of first refusal or option to purchase with the respect to any of the Pledged Subject Collateral in favor of any owner, any issuer Pledged Subsidiaries or any other Person or comply with any other Transfer RestrictionPerson, notwithstanding anything in the governing documents of such issuerany Pledged Subsidiaries, any agreement to which any the Pledgor is now or hereafter a party with respect to any of the Pledged Subject Collateral or otherwise to the contrary or in conflict thereof. To the extent necessary to give full effect to this Agreement (including right of Secured Party to be vested with all economic, voting, management and ownership rights in the Pledged Collateral following and during the continuation of an Event of Default), the applicable organizational documents for each issuer of any of the Pledge Collateral shall automatically be deemed amended as necessary.

Waiver of Transfer Restrictions. Each Pledgor and, by its acknowledgement hereto, each issuer of any of the Pledged Collateral hereby consent consents to the terms and conditions contained in this Agreement, to the transactions contemplated thereby and to all future amendments theretohereto, notwithstanding any limitations or restrictions on such transactions set forth in the governing documents of such issuer the Pledged Entities or otherwise with respect to the transfer of the Pledged CollateralEquity. Without limiting the foregoing, each Pledgor and each issuer agree agrees that any rights of first refusal, options to purchase or other conditions or restrictions affecting the transfer of the Pledged Collateral (each a “Transfer Restriction”) Equity shall not be triggered by, or otherwise in any respect be applicable to, the execution and delivery of this Agreement or the exercise of Secured PartyAgent’s rights and remedies under this Agreement, as amended from time to time, and upon Secured PartyAgent’s exercise of its rights and remedies under this Agreement (as amended from time to time), Secured PartyAgent, any other Lender, a purchaser at a foreclosure sale of the Pledged Collateral Equity or such party’s designee shall be immediately and automatically admitted as an owner of each the applicable issuer Pledged Entity with all ownership rights accruing to it (including, without limitation, all rights to distributions, management distributions and voting) without the need to obtain the consent of any owner or any issuer a Pledged Entity or to provide or comply with a right of first refusal or option to purchase with the respect to the Pledged Collateral Equity in favor of any owner, any issuer a Pledged Entity or any other Person or comply with any other Transfer RestrictionPerson, notwithstanding anything in the governing documents of such issuera Pledged Entity, any agreement to which any amongst one or more of the Pledgor is a party with respect to the Pledged Collateral Equity or otherwise to the contrary or in conflict thereof. To the extent necessary to give full effect to this Agreement (including right of Secured Party to be vested with all economic, voting, management and ownership rights in the Pledged Collateral following and during the continuation of an Event of Default), the applicable organizational documents for each issuer of any of the Pledge Collateral shall automatically be deemed amended as necessary.

Waiver of Transfer Restrictions. Each Pledgor andEffective as of, by its acknowledgement heretoand contingent upon, the Effective Time, each issuer party hereto hereby waives compliance with and the right to enforce any provisions, covenants and conditions set forth in (a) the Registration Rights Agreement that restrict the Transfer (as defined in the Registration Rights Agreement) of Domesticated Parent Common Shares held by the Sponsors (collectively, the “Transfer Restrictions”), including those set forth in Article IV of the Registration Rights Agreement, and (b) any other Contract to which such party is a party that would otherwise result in restrictions substantially similar to the Transfer Restrictions, in each case, with respect to a number of such Domesticated Parent Common Shares (“Specified Shares”) necessary to enable Parent to satisfy the Nasdaq Rules with respect to the Market Value of Unrestricted Publicly Held Shares (as defined in the Nasdaq Rules); provided, that, (a) in no event shall the aggregate number of Specified Shares exceed 1,500,000 (as equitably adjusted from time to time in respect of any change in the outstanding Domesticated Parent Shares into a different number, class or series, including by reason of any reclassification, recapitalization, share split (including a reverse share split), or combination, exchange, readjustment of shares, or similar transaction, or any share dividend or distribution paid in shares) and (b) one Business Day (as defined in the Merger Agreement) prior to the date of the Pledged Collateral hereby consent to Extraordinary General Meeting of the terms and conditions contained shareholders of Parent in this Agreement, to connection with the transactions contemplated thereby and to all future amendments theretoby the Merger Agreement, notwithstanding any limitations or restrictions on as such transactions date shall be set forth in the governing documents proxy statement/prospectus to be delivered by Parent to its shareholders in connection with the transactions contemplated by the Merger Agreement, Parent shall notify (email being sufficient) Sorrento of such issuer or otherwise the number of ordinary shares, par value $0.0001 per share, of Parent that have been redeemed by Parent’s public shareholders and on the same day Sorrento (on behalf of Scilex) shall provide the Sponsors with a notice (email being sufficient) setting forth its calculation of the number of Specified Shares for which the Transfer Restrictions shall be waived by Parent pursuant to this Letter Agreement, as and if necessary to enable Parent to satisfy the Nasdaq Rules with respect to the transfer Market Value of the Pledged Collateral. Without limiting the foregoing, each Pledgor and each issuer agree that any rights of first refusal, options to purchase or other conditions or restrictions affecting the transfer of the Pledged Collateral (each a “Transfer Restriction”) shall not be triggered by, or otherwise in any respect be applicable to, the execution and delivery of this Agreement or the exercise of Secured Party’s rights and remedies under this Agreement, as amended from time to time, and upon Secured Party’s exercise of its rights and remedies under this Agreement Unrestricted Publicly Held Shares (as amended from time to time), Secured Party, a purchaser at a foreclosure sale of defined in the Pledged Collateral or such party’s designee shall be immediately and automatically admitted as an owner of each applicable issuer with all ownership rights accruing to it (including, without limitation, all rights to distributions, management and votingNasdaq Rules) without the need to obtain the consent of any owner or any issuer or to provide a right of first refusal or option to purchase with the respect to the Pledged Collateral in favor of any owner, any issuer or after taking into account any other Person or comply with any other Transfer Restriction, notwithstanding anything in the governing documents of such issuer, any agreement to which any Pledgor is a party with respect to the Pledged Collateral or otherwise to the contrary or in conflict thereof. To the extent necessary to give full effect to this Agreement (including right of Secured Party to be vested with all economic, voting, management and ownership rights in the Pledged Collateral following and during the continuation of an Event of Default), the applicable organizational documents for each issuer of any of the Pledge Collateral shall automatically be deemed amended as necessaryrelevant factors.

Waiver of Transfer Restrictions. Each Pledgor and, by its acknowledgement hereto, each issuer of any of and the Pledged Collateral Borrower hereby consent to the terms and conditions contained in this Agreement, to the transactions contemplated thereby and to all future amendments thereto, notwithstanding any limitations or restrictions on such transactions set forth in the governing documents of such issuer Borrower or otherwise with respect to the transfer of any of the Pledged Subject Collateral. Without limiting the foregoing, each Pledgor and each issuer the Borrower agree that any rights of first refusal, options to purchase or other conditions or restrictions affecting the transfer of any of the Pledged Subject Collateral (each a “Transfer Restriction”) shall not be triggered by, or otherwise in any respect be applicable to, the execution and delivery of this Agreement or the exercise of Secured PartyAdministrative Agent’s rights and remedies under this Agreement, as amended from time to time, and upon Secured PartyAdministrative Agent’s exercise of its rights and remedies under this Agreement (as amended from time to time), Secured PartyAdministrative Agent, a purchaser at a foreclosure sale of the Pledged Subject Collateral or any such party’s designee shall be immediately and automatically admitted as an owner of each applicable issuer the Borrower with all ownership rights accruing to it (including, without limitation, all rights to distributions, management distributions and voting) without the need to obtain the consent of any owner or any issuer the Borrower or to provide or comply with a right of first refusal or option to purchase with the respect to any of the Pledged Subject Collateral in favor of any owner, any issuer the Borrower or any other Person or comply with any other Transfer RestrictionPerson, notwithstanding anything in the governing documents of such issuerBorrower, any agreement to which any the Pledgor is now or hereafter a party with respect to any of the Pledged Subject Collateral or otherwise to the contrary or in conflict thereof. To the extent necessary to give full effect to this Agreement (including right of Secured Party to be vested with all economic, voting, management and ownership rights in the Pledged Collateral following and during the continuation of an Event of Default), the applicable organizational documents for each issuer of any of the Pledge Collateral shall automatically be deemed amended as necessary.

Waiver of Transfer Restrictions. Each Pledgor and, by its acknowledgement hereto, each issuer of any of and the Pledged Collateral Company hereby consent to the terms and conditions contained in this Agreement, to the transactions contemplated thereby and to all future amendments thereto, notwithstanding any limitations or restrictions on such transactions set forth in the governing documents of such issuer Company or otherwise with respect to the transfer of any of the Pledged Subject Collateral. Without limiting the foregoing, each Pledgor and each issuer the Company agree that any rights of first refusal, options to purchase or other conditions or restrictions affecting the transfer of any of the Pledged Subject Collateral (each a “Transfer Restriction”) shall not be triggered by, or otherwise in any respect be applicable to, the execution and delivery of this Agreement or the exercise of Secured PartyAdministrative Agent’s rights and remedies under this Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, and upon Secured PartyAdministrative Agent’s exercise of its rights and remedies under this Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), Secured PartyAdministrative Agent, a purchaser at a foreclosure sale of the Pledged Subject Collateral or any such party’s designee shall be immediately and automatically admitted as an owner of each applicable issuer the Company with all ownership rights accruing to it (including, without limitation, all rights to distributions, management distributions and voting) without the need to obtain the consent of any owner or any issuer the Company or to provide or comply with a right of first refusal or option to purchase with the respect to any of the Pledged Subject Collateral in favor of any owner, any issuer the Company or any other Person or comply with any other Transfer RestrictionPerson, notwithstanding anything in the governing documents of such issuerCompany, any agreement to which any the Pledgor is now or hereafter a party with respect to any of the Pledged Subject Collateral or otherwise to the contrary or in conflict thereof. To the extent necessary to give full effect to this Agreement (including right of Secured Party to be vested with all economic, voting, management and ownership rights in the Pledged Collateral following and during the continuation of an Event of Default), the applicable organizational documents for each issuer of any of the Pledge Collateral shall automatically be deemed amended as necessary.

Waiver of Transfer Restrictions. Each Pledgor and, by its acknowledgement hereto, each issuer of any of and the Pledged Collateral Pledgee hereby consent to the terms and conditions contained in this Agreement, to the transactions contemplated thereby and to all future amendments theretoherein, notwithstanding any limitations or restrictions on such transactions set forth in the governing documents of such issuer Pledgee or otherwise with respect to the transfer of any of the Pledged Subject Collateral. Without limiting the foregoing, each Pledgor and each issuer the Pledgee agree that any rights of first refusal, options to purchase or other conditions or restrictions affecting the transfer of any of the Pledged Subject Collateral (each a “Transfer Restriction”) shall not be triggered by, or otherwise in any respect be applicable to, the execution and delivery of this Agreement or the exercise of Secured PartyAgent’s rights and remedies under this Agreement, as amended from time to time, and upon Secured PartyAgent’s exercise of its rights and remedies under this Agreement (as amended from time to time), Secured PartyAgent, a purchaser at a foreclosure sale of the Pledged Collateral or any such party’s designee shall be immediately and automatically admitted as an owner of each applicable issuer the Pledgee with all ownership rights accruing to it (including, without limitation, all rights to distributions, management distributions and voting) without the need to obtain the consent of any owner or any issuer the Pledgee or to provide or comply with a right of first refusal or option to purchase with the respect to any of the Pledged Subject Collateral in favor of any owner, any issuer the Pledgee or any other Person or comply with any other Transfer RestrictionPerson, notwithstanding anything in the governing documents of such issuerPledgee, any agreement to which any the Pledgor is now or hereafter a party with respect to any of the Pledged Subject Collateral or otherwise to the contrary or in conflict thereof. To the extent necessary to give full effect to this Agreement (including right of Secured Party to be vested with all economic, voting, management and ownership rights in the Pledged Collateral following and during the continuation of an Event of Default), the applicable organizational documents for each issuer of any of the Pledge Collateral shall automatically be deemed amended as necessary.