Common use of Issuance Limitations Clause in Contracts

Issuance Limitations. Further to the conversion limitations set forth above, if Seacoast Banking Corporation of Florida (“Company”) has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date and prior to such conversion date or dividend issuance date in connection with any conversion of or dividend payment in Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that the Company hold the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting of the holders of the Company Common Stock (the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval and the Company will recommend that the Company shareholders vote for the approval of the matters required by Nasdaq Listing Rule 5635(d) or any successor provision.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion exercise of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Warrant, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Issue Date and prior to such conversion date or dividend issuance date Exercise Date in connection with any exercise of this Warrant or conversion of or dividend payment in Preferred Stock issued pursuant to the Purchase Agreement would exceed 16,318,709 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote original Stated Value of Seacoast common stock in order such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to obtain the Shareholder Voteall Holders. In addition, the Company will promptly call a meeting each Holder may allocate its pro-rata portion of the holders Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Company Common Stock (the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval and the Company will recommend that the Company shareholders vote for the approval of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion exercise of the Series A Non-voting Preferred Stock this Warrant, in whole or payments in kind of dividends on the Series A Non-voting Preferred Stockpart, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Issue Date and prior to such conversion date the exercise of this Warrant, in whole or dividend issuance date in part, (i) in connection with any conversion of or dividend payment Series L 10% Convertible Preferred Stock (the “Preferred Stock”) issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with the exercise of any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Purchase Agreement, would exceed 507,025 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request equal to the quotient obtained by dividing (x) the original Stated Value of Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date (as defined in writing that the Company hold the requisite vote Certificate of Seacoast common stock in order to obtain the Shareholder VoteDesignation of Preferences, the Company will promptly call a meeting Rights and Limitations of Preferred Stock of the Company) to all holders of Preferred Stock. In addition, Holder may allocate its pro-rata portion of the Company Common Issuable Maximum among Preferred Stock (and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the “Company Shareholders Meeting”) event a Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to be held as soon as reasonably practicable for such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the purpose Issuable Maximum. For avoidance of obtaining the doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Company will recommend Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that the Company shareholders vote for the approval such warrants shall not be allocated any portion of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date (i) in connection with any the conversion of or dividend payment any Notes issued pursuant to the Purchase Agreement, and (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement, would exceed _______2 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting original principal amount of the holders Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Company Common Stock (Issuable Maximum among Notes and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval event a Holder no longer holds any Notes or Warrants and the Company will recommend that amount of shares issued to the Company shareholders vote for Holder pursuant to the approval Holder’s Notes and Warrants was less than the Holder’s pro-rata share of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking the Corporation of Florida (“Company”) has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company Corporation may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date (i) to any party under the terms of the Contribution Agreement, (ii) in connection with any conversion of or dividend payment Preferred Stock issued pursuant to the Contribution Agreement, (iii) in connection with the exercise of any Warrants issued pursuant to the Contribution Agreement, (iv) in connection with the conversion of the Payout Notes (as defined in the Contribution Agreement), and (v) in connection with the exercise of any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the Securities pursuant to the Contribution Agreement, would exceed [________]1 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote original Stated Value of Seacoast common stock in order such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to obtain the Shareholder Voteall Holders. In addition, the Company will promptly call a meeting each Holder may allocate its pro-rata portion of the holders Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Company Common Stock (the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose Issuable Maximum. For avoidance of obtaining the doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Company will recommend Securities issued pursuant to the Contribution Agreement as described in clause (iv) above shall provide that the Company shareholders vote for the approval such warrants shall not be allocated any portion of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date in connection with any the conversion of or dividend payment in any Notes issued pursuant to the Purchase Agreement, would exceed 5,731,335 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If The Company shall reserve and each Holder shall be entitled to a portion of the Holders Issuable Maximum equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In the event that the Company is prohibited from issuing shares of Common Stock pursuant to this Section 4(e) (the “Exchange Cap Shares”), the Company shall pay cash in exchange for the cancellation of such shares which of Common Stock at a price equal to the sum of (i) the product of (x) such number of Exchange Cap Shares and (y) the VWAP on the Trading Day immediately preceding the date such Exchange Cap Shares would otherwise have been issued be required to be delivered to the Holder hereunder and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) shares of Common Stock but for to deliver in satisfaction of a sale by the Issuable Maximum request in writing that the Company hold the requisite vote Holder of Seacoast common stock in order to obtain the Shareholder VoteExchange Cap Shares, the Company will promptly call a meeting any brokerage commissions and other out-of-pocket expenses, if any, of the holders of the Company Common Stock (the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval and the Company will recommend that the Company shareholders vote for the approval of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionHolder incurred in connection therewith.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion exercise of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Warrant, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Issue Date and prior to such conversion date or dividend issuance date Exercise Date in connection with any conversion exercise of or dividend payment in this Warrant, would exceed 19.99% of the shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) then outstanding (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) such Holder’s Subscription Amount by (y) the requisite vote aggregate Subscription Amount of Seacoast common stock in order all Common Stock issued on the Issue Date to obtain the Shareholder Voteall Holders. In addition, the Company will promptly call a meeting each Holder may allocate its pro-rata portion of the holders Issuable Maximum among Common Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Common Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Common Stock and Warrants was less than such Holder’s pro-rata share of the Company Common Stock (the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval and the Company will recommend that the Company shareholders vote for the approval of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such Conversion Date (i) in connection with the conversion date or dividend issuance date of any Debentures issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any conversion Shares issued pursuant to the Purchase Agreement, would exceed 21,468,429 shares of or dividend payment in Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting original principal amount of the holders Holder’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Company Common Stock (Issuable Maximum among Debentures, Shares and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval event a Holder no longer holds any Debentures or Warrants and the Company will recommend that amount of shares issued to the Company shareholders vote for Holder pursuant to the approval Holder’s Debentures, Shares and Warrants was less than the Holder’s pro-rata share of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date (i) in connection with any the conversion of or dividend payment any Debentures issued pursuant to the Purchase Agreement (ii) in connection with the exercise of any Series E-3, E-4 and E-7 Warrants issued pursuant to the Purchase Agreement, would exceed 9,179,9051 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting original principal amount of the holders Holder’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Company Common Stock (Issuable Maximum among Debentures and such Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval event a Holder no longer holds any Debentures or such Warrants and the Company will recommend that amount of shares issued to the Company shareholders vote for Holder pursuant to the approval Holder’s Debentures and such Warrants was less than the Holder’s pro-rata share of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking the Corporation of Florida (“Company”) has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company Corporation may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date in connection with any conversion of or dividend payment in Preferred Stock issued pursuant to the Purchase Agreement, that would exceed 1,193,058 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote original Stated Value of Seacoast common stock in order such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to obtain the Shareholder Voteall Holders. In addition, the Company will promptly call a meeting each Holder may allocate its pro-rata portion of the holders Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Company Common Stock (the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval and the Company will recommend that the Company shareholders vote for the approval of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such Conversion Date (i) in connection with the conversion date or dividend issuance date of any Debentures issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any conversion Shares issued pursuant to the Purchase Agreement, would exceed 25,874,400 shares of or dividend payment in Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “"Issuable Maximum”"). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting original principal amount of the holders Holder's Debenture by (y) the aggregate original principal amount of all Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Company Common Stock (Issuable Maximum among Debentures, Shares and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval event a Holder no longer holds any Debentures or Warrants and the Company will recommend that amount of shares issued to the Company shareholders vote for Holder pursuant to the approval Holder's Debentures, Shares and Warrants was less than the Holder's pro-rata share of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking the Corporation of Florida (“Company”) has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) Shareholder Approval (“Shareholder Approval”as defined below), then the Company Corporation may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date in connection with any conversion Conversion Date, would exceed 3,744,209 shares of or dividend payment in Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. Such portion shall be adjusted upward ratably in writing that the Company hold event a Holder no longer holds any Preferred Stock and the requisite amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock was less than such Holder’s pro-rata share of the Issuable Maximum. “Shareholder Approval” means the affirmative vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting of the holders of the Company Corporation’s capital stock by the required vote under the Delaware General Corporation Law and NASDAQ Listing Rule 5635, and any successor thereto, or any similar rule of any other stock exchange on which the Common Stock (may be listed, as applicable, to approve the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval and the Company will recommend that the Company shareholders vote for the approval conversion of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionPreferred Stock described herein pursuant to the such rule.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such Conversion Date (i) in connection with the conversion date or dividend issuance date of any Debentures issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any conversion Warrants issued to any registered broker-dealer as a fee in connection with the issuance of or dividend payment in the Securities pursuant to the Purchase Agreement, would exceed 1,176,467 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting original principal amount of the Holder’s Debenture by (y) the aggregate original principal amount of all Debentures issued on or after the Original Issue Date to all holders of Debentures. In addition, each holder may allocate its pro-rata portion of the Company Common Stock (Issuable Maximum among Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval event a holder no longer holds any Debentures or Warrants and the Company will recommend that amount of shares issued to the Company shareholders vote for holder pursuant to the approval holder’s Debentures and Warrants was less than the holder’s pro-rata share of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“the Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Note, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date (i) in connection with any the conversion of or dividend payment any Notes issued pursuant to the Purchase Agreement, and (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement, would exceed 19.99% of the issued and outstanding Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) First Closing Date (subject to adjustment for forward and reverse stock splits, recapitalizations and the like), excluding for purposes of such calculation shares of Common Stock issued at a price equal to or greater than the Minimum Price, as defined in the Nasdaq Listing Rule 5635(d) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting original principal amount of the holders Holder’s Note by (y) the aggregate original principal amount of all Notes issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Company Common Stock (Issuable Maximum among Notes held by it in its sole discretion. Such portion shall be adjusted upward ratably in the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval event a Holder no longer holds any Notes and the Company will recommend that amount of shares issued to the Company shareholders vote for Holder pursuant to the approval Holder’s Notes was less than the Holder’s pro-rata share of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date in connection with any the conversion of or dividend payment in Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed any Debentures issued pursuant to the 20% limitation of Nasdaq Listing Rule 5635(d) Purchase Agreement (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting original principal amount of the holders Holder’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Company Common Stock (Issuable Maximum among Debentures held by it in its sole discretion. Such portion shall be adjusted upward ratably in the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval event a Holder no longer holds any Debentures and the Company will recommend that amount of shares issued to the Company shareholders vote for Holder pursuant to the approval Holder’s Debentures was less than the Holder’s pro-rata share of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by this Warrant, including the issuance of all of the Warrant Shares in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”)excess of 19.99% of the issued and outstanding shares of Common Stock on the Commencement Date, then the Company may not issue, upon conversion exercise of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Warrant, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Commencement Date and prior to such conversion date or dividend issuance date Exercise Date in connection with the exercise of any conversion other warrants issued pursuant to the Credit Agreement would exceed 11,648,359 shares of or dividend payment in Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders The Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote aggregate number of Seacoast common stock in order Warrant Shares held by the Holder by (y) the aggregate of all Warrant Shares issued on the Commencement Date to obtain the Shareholder Vote, the Company will promptly call a meeting of the all holders of warrants issued in connection with the Company Common Stock (the “Company Shareholders MeetingCredit Agreement.”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval and the Company will recommend that the Company shareholders vote for the approval of the matters required by Nasdaq Listing Rule 5635(d) or any successor provision.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date (i) in connection with any the conversion of or dividend payment any Debentures issued pursuant to the Purchase Agreement and (ii) in connection with the issuance of Shares issued pursuant to the Purchase Agreement, would exceed _______4 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Original Issue Date to all Holders (except for Crystal Group for the reasons described below). Such portion shall be adjusted upward ratably in writing that the Company hold event a Holder no longer holds any Debentures and the requisite vote amount of Seacoast common stock in order shares issued to obtain the Shareholder VoteHolder pursuant to the Holder’s Debentures was less than the Holder’s pro-rata share of the Issuable Maximum. Notwithstanding the foregoing, the Company will promptly call a meeting Debenture held by Crystal Group or its successors, assigns or transferees shall not be allocated any portion of the holders Issuable Maximum and shall not be convertible into shares of the Company Common Stock (the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the unless and until Shareholder Approval is obtained and the Company will recommend that the Company shareholders vote for the approval of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisioneffective.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date (i) in connection with any the conversion of or dividend payment any Debentures issued pursuant to the Purchase Agreement and (ii) in connection with the issuance of Shares issued pursuant to the Purchase Agreement, would exceed _______ 4 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the ““ Issuable MaximumMaximum ”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request equal to the quotient obtained by dividing (x) the original principal amount of the Holder’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Original Issue Date to all Holders (except for Crystal Group for the reasons described below). Such portion shall be adjusted upward ratably in writing that the Company hold event a Holder no longer holds any Debentures and the requisite vote amount of Seacoast common stock in order shares issued to obtain the Shareholder VoteHolder pursuant to the Holder’s Debentures was less than the Holder’s pro-rata share of the Issuable Maximum. Notwithstanding the foregoing, the Company will promptly call a meeting Debenture held by Crystal Group or its successors, assigns or transferees shall not be allocated any portion of the holders Issuable Maximum and shall not be convertible into shares of the Company Common Stock (the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the unless and until Shareholder Approval is obtained and the Company will recommend that the Company shareholders vote for the approval of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisioneffective.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking the Corporation of Florida (“Company”) has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Stockholder Approval”), then the Company Corporation may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date applicable Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date in connection with any conversion of Preferred Stock or dividend payment in other securities issued pursuant to the Purchase Agreement, would exceed 56,891,673 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote aggregate Stated Value of Seacoast common stock in order such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued to obtain the Shareholder Voteall Holders. In addition, the Company will promptly call a meeting each Holder may allocate its pro-rata portion of the holders Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Company Common Stock (the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval and the Company will recommend that the Company shareholders vote for the approval of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion or redemption of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date (i) in connection with the conversion or redemption of any Debentures issued pursuant to the Purchase Agreement and (ii) in connection with the conversion of or dividend payment in any Preferred Stock issued pursuant to the Purchase Agreement would exceed 5,339,221 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting original principal amount of the holders Holder’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Company Common Issuable Maximum among Debentures and Preferred Stock (held by it in its sole discretion. Such portion shall be adjusted upward ratably in the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval event a Holder no longer holds any Debentures or Preferred Stock and the Company will recommend that amount of shares issued to the Company shareholders vote for Holder pursuant to the approval Holder’s Debentures and Preferred Stock was less than the Holder’s pro-rata share of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Debenture (including pursuant to Section 5(c)), a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date in connection with any the conversion of or dividend payment in any Debentures issued pursuant to the Purchase Agreement, would exceed 3,366,307 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting original principal amount of the holders Holder’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Original Issue Date to all Holders. Each Holder’s pro-rata portion of the Company Common Stock (Issuable Maximum shall be adjusted upward ratably in the “Company Shareholders Meeting”) event that a Holder no longer holds any Debentures and the amount of shares issued to be held as soon as reasonably practicable for the purpose Holder pursuant to the Holder’s Debentures was less than the Holder’s pro-rata share of obtaining the Issuable Maximum. Unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Company will recommend Securities issued pursuant to the Purchase Agreement above shall provide that the Company shareholders vote for the approval such warrants shall not be allocated any portion of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking until such time as the Corporation of Florida (“Company”) has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company Corporation may not issue, issue upon conversion exercise of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stock, this Warrant a number of shares of Common Stock Stock, which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion exercise date or dividend issuance date (i) in connection with any conversion of Preferred Stock issued pursuant to the Purchase Agreement and (ii) in connection with the prior exercise of this or dividend payment in any other Warrant issued pursuant to the Purchase Agreement would exceed 19.99% of the shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed outstanding as of the 20% limitation date of Nasdaq Listing Rule 5635(d) the Purchase Agreement (which 19.99%, for the avoidance of doubt, is equal to 21,585,623 shares of Common Stock), subject to adjustment for forward and reverse stock splits, recapitalizations and the like) like (such number of shares, the “Issuable Maximum”). If the Holders of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that the Company hold the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting of The Holder and the holders of the Company Common Stock (other Warrants issued pursuant to the “Company Shareholders Meeting”) Purchase Agreement shall be entitled to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval and the Company will recommend that the Company shareholders vote for the approval a percentage of the matters required Issuable Maximum equal to the quotient obtained by Nasdaq Listing Rule 5635(ddividing (x) or any successor provisionthe original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. In addition, the Holder may allocate its pro-rata portion of the Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretion.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such Conversion Date (i) in connection with the conversion date or dividend issuance date of any Debentures issued pursuant to the Purchase Agreement, (ii) in connection with the exercise of any Warrants issued pursuant to the Purchase Agreement and (iii) in connection with any conversion Warrants issued to any registered broker-dealer as a fee in connection with the issuance of or dividend payment in the Securities pursuant to the Purchase Agreement, would exceed 841,726 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting original principal amount of the holders Holder’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Original Issue Date to all Holders. In addition, each Holder may allocate its pro-rata portion of the Company Common Stock (Issuable Maximum among Debentures and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval event a Holder no longer holds any Debentures or Warrants and the Company will recommend that amount of shares issued to the Company shareholders vote for Holder pursuant to the approval Holder’s Debentures and Warrants was less than the Holder’s pro-rata share of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking the Corporation of Florida (“Company”) has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company Corporation may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stock, a number of shares of Common Stock which, when aggregated with any which would exceed _______2 shares of Common Stock issued on or after the original issue date and prior to such conversion date or dividend issuance date in connection with any conversion of or dividend payment in Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote original Stated Value of Seacoast common stock in order such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to obtain the Shareholder Voteall Holders. In addition, the Company will promptly call a meeting each Holder may allocate its pro-rata portion of the holders Issuable Maximum among Preferred Stock and Warrants held by it in its sole discretion. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Preferred Stock or Warrants and the amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock and Warrants was less than such Holder’s pro-rata share of the Company Common Stock (the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose Issuable Maximum. For avoidance of obtaining the doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Company will recommend Securities issued pursuant to the Purchase Agreement as described in clause (iii) above shall provide that the Company shareholders vote for the approval such warrants shall not be allocated any portion of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionIssuable Maximum and shall be unexercisable unless and until such Shareholder Approval is obtained and effective.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking the Corporation of Florida (“Company”) has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) Shareholder Approval (“Shareholder Approval”as defined below), then the Company Corporation may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stock, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date in connection with any conversion Conversion Date, would exceed 3,744,2092 shares of or dividend payment in Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request equal to the quotient obtained by dividing (x) the original Stated Value of such Holder’s Preferred Stock by (y) the aggregate Stated Value of all Preferred Stock issued on the Original Issue Date to all Holders. Such portion shall be adjusted upward ratably in writing that the Company hold event a Holder no longer holds any Preferred Stock and the requisite amount of shares issued to such Holder pursuant to such Holder’s Preferred Stock was less than such Holder’s pro-rata share of the Issuable Maximum. "Shareholder Approval" means the affirmative vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting of the holders of the Company Corporation's capital stock by the required vote under the Delaware General Corporation Law and NASDAQ Listing Rule 5635, and any successor thereto, or any similar rule of any other stock exchange on which the Common Stock (may be listed, as applicable, to approve the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose of obtaining the Shareholder Approval and the Company will recommend that the Company shareholders vote for the approval conversion of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionPreferred Stock described herein pursuant to the such rule.

Issuance Limitations. Further Notwithstanding anything herein to the conversion limitations set forth abovecontrary, if Seacoast Banking Corporation of Florida (“Company”) the Company has not obtained shareholder approval in accordance with Nasdaq Listing Rule 5635(d) (“Shareholder Approval”), then the Company may not issue, upon conversion of the Series A Non-voting Preferred Stock or payments in kind of dividends on the Series A Non-voting Preferred Stockthis Debenture, a number of shares of Common Stock which, when aggregated with any shares of Common Stock issued on or after the original issue date Original Issue Date and prior to such conversion date or dividend issuance date Conversion Date in connection with any the conversion of or dividend payment in any Debentures issued pursuant to the Purchase Agreement, would exceed 8,096,296 shares of Common Stock on Series A Non-voting Preferred Stock that such Holder(s) would exceed the 20% limitation of Nasdaq Listing Rule 5635(d) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like) (such number of shares, the “Issuable Maximum”). If the Holders Each Holder shall be entitled to a portion of such shares which would otherwise have been issued Common Stock but for the Issuable Maximum request in writing that equal to the Company hold quotient obtained by dividing (x) the requisite vote of Seacoast common stock in order to obtain the Shareholder Vote, the Company will promptly call a meeting original principal amount of the holders Holder’s Debenture by (y) the aggregate original principal amount of all Debentures issued on the Original Issue Date to all Holders. Such portion shall be adjusted upward ratably in the event a Holder no longer holds any Debentures and the amount of shares issued to the Holder pursuant to the Holder’s Debentures was less than the Holder’s pro-rata share of the Company Common Stock (the “Company Shareholders Meeting”) to be held as soon as reasonably practicable for the purpose Issuable Maximum. For avoidance of obtaining the doubt, unless and until any required Shareholder Approval is obtained and effective, warrants issued to any registered broker-dealer as a fee in connection with the Company will recommend Securities issued pursuant to the Purchase Agreement shall provide that the Company shareholders vote for the approval of the matters required by Nasdaq Listing Rule 5635(d) or any successor provisionsuch warrants shall be unexercisable unless and until such Shareholder Approval is obtained and effective.