Common use of Exercise Limitation Clause in Contracts

Exercise Limitation. 17.1 Except as expressly provided in this Section 17, the number of shares of Common Stock that may be acquired by the Holder at any time upon exercise of this Warrant shall not: i) exceed a number that when added to the total number of shares of Common Stock which Holder or Holder’s “affiliates” (as defined in Rule 144 of the Securities Act) then own(s) or is/are deemed to beneficially own or that would be aggregated for purposes of determining whether a group under Section 13(d) of the Exchange Act exists (“AGGREGATION PARTIES”), would exceed thirty (35%) of the total issued and outstanding shares of the Common Stock (the “RESTRICTED OWNERSHIP PERCENTAGE”); or ii) under any other circumstances have the effect of causing or enabling a CHANGE IN CONTROL TRANSACTION to occur that would not otherwise occur. For purposes of this Section 17.1, the number of shares Holder beneficially owns or is deemed to beneficially own shall have the meaning described in Rule 13d-3 under the Exchange Act, determined without regard to the 60-day limit on the exercise period, except that the RESTRICTED OWNERSHIP PERCENTAGE shall be deemed to exclude all shares of Common stock concurrently being sold by the Holder and all shares remaining acquirable hereunder or under other CONVERTIBLE SECURITIES then held by the Holder that are expressly subject to the terms of this Section 17.1 and Section 17.2 below. 17.2 The Holder and the Company each agrees that the RESTRICTED OWNERSHIP PERCENTAGE limitations set forth in Section 17.1 shall be applicable for so long as the shares of the Company’s Common Stock are traded in the PRINCIPAL MARKET, and the terms of Section 17.1 above and this Section 17.2 are hereby adopted to be incorporated by reference into the terms of any and all other existing warrants, convertible notes or other securities currently evidencing Holder’s right to acquire unissued shares of Common Stock of the Company. The Company and Holder each acknowledges that the effect of these limitations may be that Holder’s ability fully to exercise this Warrant to purchase shares of Common Stock and/or to exercise conversion or purchase rights under other CONVERTIBLE SECURITIES may depend upon the extent to which Holder’s prior or concurrent sale or other disposition of shares of Common Stock has reduced Holder’s beneficial ownership (or that of AGGREGATION PARTIES) to a level not exceeding the RESTRICTED OWNERSHIP PERCENTAGE. 17.3 The Holder further covenants at all times on each day during which Holder elects to exercise his right to purchase shares of Common Stock hereunder (each such time being referred to as a “COVENANT EVENT “) that Holder will not acquire shares of Common Stock pursuant to any right to acquire such shares hereunder to the extent the number of shares so acquired by such Holder and its Aggregation Parties would exceed the RESTRICTED OWNERSHIP PERCENTAGE. This

Exercise Limitation. 17.1 Except as expressly provided (a) Notwithstanding anything to the contrary herein or in this Section 17any other Finance Document, with respect to each of the number of shares of Common Stock that may be acquired Grindrod Shares, only when there is no effective registration statement (with the U.S. Securities and Exchange Commission) covering the resale by the Holder Lenders of the Grindrod Shares and only prior to the Borrower owning or controling 100% of the Grindrod Shares, each Lender and any Security Agent shall not be entitled to exercise its rights or remedies under the Finance Documents in a manner that would cause it (together with, without duplication, any Securities Affiliate of it and any other person subject to aggregation of such Grindrod Shares with it under Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) to become at any one time upon exercise the beneficial owner (within the meaning of Section 13 or Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) of more than 9.9% of all ordinary shares in Target then issued and outstanding (the "Limit"), it being understood that the beneficial ownership of the Grindrod Shares shall be aggregated amongst all of the Lenders. Nothing herein shall prevent any Lender or Security Agent from exercising its rights under this Warrant shall not: i) exceed a number that when added Agreement and any Finance Document and acquire Grindrod Shares up to the total number Limit, selling such Grindrod Shares to unaffiliated purchasers, and immediately exercising any rights under this Agreement and any Finance Document and acquire additional Grindrod Shares up to the Limit. (b) The parties to this Agreement acknowledge and agree that large blocks of shares equity securities are customarily sold by the seller retaining an investment bank or other financial institution (a "Block Dealer") to send notification of Common Stock such sale via e-mail and/or telephone calls, using a marketing team reasonably familiar with the issuer and the market for such equity securities, to 10 or more sophisticated equity investors who maintain accounts with such Block Dealer (or its affiliates) (but generally not to retail investors) and then soliciting such investors to submit bids to purchase the offered securities from which Holder or Holder’s “affiliates” (as defined in Rule 144 bids the Block Dealer will build a book of the Securities Act) then own(s) or is/are deemed to beneficially own or that would be aggregated bids for purposes of determining whether the market clearing price for such offered securities, which price is typically expected to be determined within a group under Section 13(d) few hours of the Exchange Act exists commencement of such offering but can be determined as soon as, for example, 30 minutes thereafter or as long as, for example, three trading days thereafter. Furthermore, the parties to this Agreement acknowledge and agree that (“AGGREGATION PARTIES”i) the Security Agent may exercise its rights pursuant to the Depost Account Security and this Clause 50 substantially concurrently or in prompt succession (including at the same time on the same day), would exceed thirty (35%) of the total issued and outstanding shares of the Common Stock (the “RESTRICTED OWNERSHIP PERCENTAGE”); or ii) under the Security Agent may solicit bids to purchase the Grindrod Shares from any other particular investor that maintains accounts with each of such Lenders (or their respective Securities Affiliates) and (iii) the events or circumstances have giving rise to certain Events of Default, and/or the effect event of causing or enabling a CHANGE IN CONTROL TRANSACTION to occur that would not otherwise occur. For purposes foreclosure on a large block of this Section 17.1equity securities pledged by a major shareholder, may reduce the number of shares Holder beneficially owns or is deemed to beneficially own shall have the meaning described investors interested in Rule 13d-3 under the Exchange Act, determined without regard to the 60-day limit on the exercise period, except that the RESTRICTED OWNERSHIP PERCENTAGE shall be deemed to exclude all shares of Common stock concurrently being sold by the Holder and all shares remaining acquirable hereunder or under other CONVERTIBLE SECURITIES then held by the Holder that are expressly subject to the terms of this Section 17.1 and Section 17.2 below. 17.2 The Holder and the Company each agrees that the RESTRICTED OWNERSHIP PERCENTAGE limitations set forth in Section 17.1 shall be applicable for so long as the shares of the Company’s Common Stock are traded participating in the PRINCIPAL MARKETmarket for such equity securities and/or the price any such investor is willing to bid for such equity securities. As a result, any such sale may result in prices and the terms of Section 17.1 above and this Section 17.2 are hereby adopted to be incorporated by reference into the terms of any and all other existing warrants, convertible notes or other securities currently evidencing Holder’s right to acquire unissued shares of Common Stock of the Company. The Company and Holder each acknowledges that the effect of these limitations may be that Holder’s ability fully to exercise this Warrant to purchase shares of Common Stock and/or to exercise conversion or purchase rights under other CONVERTIBLE SECURITIES may depend upon the extent to which Holder’s prior or concurrent sale or other disposition of shares of Common Stock has reduced Holder’s beneficial ownership (or that of AGGREGATION PARTIES) to a level not exceeding the RESTRICTED OWNERSHIP PERCENTAGE. 17.3 The Holder further covenants at all times on each day during which Holder elects to exercise his right to purchase shares of Common Stock hereunder (each such time being referred to as a “COVENANT EVENT “) that Holder will not acquire shares of Common Stock pursuant less favourable to any right to acquire Lender or the Security Agent than those that could be obtained by selling or otherwise disposing of such shares hereunder to Grindrod Shares in multiple transactions, over multiple days, in a broadly distributed offering and/or in the extent absence of, or at a time later than the number of shares so acquired by such Holder and its Aggregation Parties would exceed the RESTRICTED OWNERSHIP PERCENTAGE. Thisoccurrence of, any adverse events or circumstances.

Exercise Limitation. 17.1 Except as expressly provided in this Section 17(a) Notwithstanding anything to the contrary contained herein, the number of shares of Common Stock that may be acquired by the Holder at any time upon exercise of this Warrant pursuant to the terms hereof shall not: i) not exceed a number that that, when added to the total number of shares of Common Stock which deemed beneficially owned by such Holder at such time (other than by virtue of the ownership of securities or rights to acquire securities (including the Warrant and Preferred Shares) that have limitations on the Holder’s “'s right to convert, exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially owned (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) by the Holder's "affiliates” " (as defined in Rule 144 of the Securities Act) then own(s("AGGREGATION PARTIES") or is/are deemed to beneficially own or that would be aggregated for purposes of determining whether a group under Section 13(d) of the Exchange Act exists (“AGGREGATION PARTIES”)Act, exists, would exceed thirty (35%) 9.9% of the total issued and outstanding shares of the Common Stock (the “"RESTRICTED OWNERSHIP PERCENTAGE”"); or ii) under any other circumstances have the effect of causing or enabling a CHANGE IN CONTROL TRANSACTION to occur that would not otherwise occur. For purposes of this Section 17.1, the number of shares The Holder beneficially owns or is deemed to beneficially own shall have the meaning described in Rule 13d-3 under the Exchange Act, determined without regard right (x) at any time and from time to time to reduce its Restricted Ownership Percentage immediately upon notice to the 60-day limit on the exercise period, except that the RESTRICTED OWNERSHIP PERCENTAGE shall be deemed to exclude all shares of Common stock concurrently being sold by the Holder Company and all shares remaining acquirable hereunder or under other CONVERTIBLE SECURITIES then held by the Holder that are expressly (y) (subject to waiver) at any time and from time to time, to increase its Restricted Ownership Percentage immediately in the terms event of this Section 17.1 and Section 17.2 belowthe announcement as pending or planned, of a Change in Control Transaction. 17.2 (b) The Holder and the Company each agrees that the RESTRICTED OWNERSHIP PERCENTAGE limitations set forth in Section 17.1 shall be applicable for so long as the shares of the Company’s Common Stock are traded in the PRINCIPAL MARKET, and the terms of Section 17.1 above and this Section 17.2 are hereby adopted to be incorporated by reference into the terms of any and all other existing warrants, convertible notes or other securities currently evidencing Holder’s right to acquire unissued shares of Common Stock of the Company. The Company and Holder each acknowledges that the effect of these limitations may be that Holder’s ability fully to exercise this Warrant to purchase shares of Common Stock and/or to exercise conversion or purchase rights under other CONVERTIBLE SECURITIES may depend upon the extent to which Holder’s prior or concurrent sale or other disposition of shares of Common Stock has reduced Holder’s beneficial ownership (or that of AGGREGATION PARTIES) to a level not exceeding the RESTRICTED OWNERSHIP PERCENTAGE. 17.3 The Holder further covenants at all times on each day during which Holder elects to exercise his right to purchase shares of Common Stock hereunder (each such time day being referred to as a “"COVENANT EVENT “DAY") that as follows: During the balance of such Covenant Day and the succeeding sixty-one (61) days (the balance of such Covenant Day and the succeeding 61 days being referred to as the "COVENANT PERIOD") such Holder will not acquire shares of Common Stock pursuant to any right to acquire such shares hereunder (including exercise of Warrants) existing at the commencement of the Covenant Period to the extent the number of shares so acquired by such Holder and its Aggregation Parties (ignoring all dispositions) would exceed: (i) the Restricted Ownership Percentage of the total number of shares of Common Stock outstanding at the commencement of the Covenant Period, MINUS (ii) the number of shares of Common Stock actually owned by such Holder and its Aggregation Parties at the commencement of the Covenant Period. A new and independent covenant will be deemed to be given by the Holder as of each moment of each Covenant Day. No covenant will terminate, diminish or modify any other covenant. The Holder agrees to comply with each such covenant. This Section 17 controls in the case of any conflict with any other provision of the Purchase Agreement or any agreement entered into in connection therewith. The limitations contained in paragraphs (a) and (b) above of this Section 17 maybe enforced by the Company as follows: the Company's obligation to issue Common Stock which would exceed the RESTRICTED OWNERSHIP PERCENTAGE. Thislimits referred to in paragraphs (a) and (b) of this Section 17 shall be suspended to the extent necessary until such time, if any, as shares of Common Stock may be issued in compliance with such restrictions. (c) The issuance of shares of Common Stock hereunder is subject to the provisions of Section 3.12 of the Purchase Agreement.