Common use of Additional Issuances Clause in Contracts

Additional Issuances. (a) At any time after the date hereof, if the Company shall issue or propose to issue any additional shares of the Company’s common stock, par value, $0.01 per share (“Common Stock”), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “Additional Securities”), MPS UK shall have the right to subscribe for and to purchase at the same price per share that number of Additional Securities necessary to maintain a Fully-Diluted Ownership Percentage (as defined herein below) in the Company equal to the lesser of: (i) Fully-Diluted Ownership Percentage of the Company on the date that a Subscription Notice (as defined below) is delivered to MPS UK hereunder, and (ii) of 19.9% of the Company’s issued and outstanding Common Stock. Any offer of Additional Securities made to MPS UK under this Section 1 shall be made by notice in writing (the “Subscription Notice”) at least 20 Business Days prior to the issuance of such Additional Securities. The Subscription Notice shall set forth (i) the number of Additional Securities proposed to be issued to any Person other than MPS UK and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK in compliance with the provisions of this Section 1 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 Business Days after delivery of a Subscription Notice in accordance with the notice provisions hereof, MPS UK shall deliver a notification to the Company in writing whether it elects to purchase all or any portion of the Additional Securities offered to MPS UK, pursuant to the Subscription Notice; provided however, that the failure of MPS UK to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK to purchase any of the Additional Securities offered by such Subscription Notice. If MPS UK elects to purchase any such Additional Securities, the Additional Securities that it shall have elected to purchase shall be issued and sold to MPS UK by the Company at the same time and on the same terms and conditions as the Additional Securities are issued and sold to third parties. If, for any reason, the issuance of Additional Securities to third parties is not consummated, MPS UK’s right to its share of such issuance shall lapse, subject to MPS UK’s ongoing subscription right with respect to issuances of Additional Securities at later dates or times.

Additional Issuances. (a) At any time after the date hereof, if the The Company shall issue or propose to issue any additional shares of the Company’s common stock, par value, $0.01 per share (“Common Stock”), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “Additional Securities”), MPS UK shall have the right right, at any time and from time to subscribe for and time, before the date of filing the registration statement pursuant to purchase at Section 2(a) of the same price per share that number of Additional Securities necessary Registration Rights Agreement to maintain a Fully-Diluted Ownership Percentage (sell additional Units to one or more additional purchasers as defined herein below) in the Company equal to the lesser of: (i) Fully-Diluted Ownership Percentage of determined by the Company on the date same terms set forth in this Agreement, provided, however, that a Subscription Notice any such additional purchaser must meet the reasonable satisfaction of the Majority Holders (as defined below) is delivered ). Any additional purchaser so acquiring shall be considered a "Purchaser" for purposes of this Agreement and securities so acquired by such additional Purchaser shall be considered Preferred Stock, Warrants, Conversion Shares, Warrant Shares and Securities, as applicable, for purposes of this Agreement. Each Purchaser acknowledges that each such additional purchaser shall become a party to MPS UK hereunderand shall execute counterpart copies of the Registration Rights Agreement, and (ii) in such event shall be entitled to the rights and have the obligations conferred thereby. In the event that additional Purchasers become parties to this Agreement, the Schedule of 19.9% Exceptions may be revised by the Company to reflect additional information and/or subsequent events, provided, however, that nothing contained in a revised Schedule of Exceptions shall affect the Company's liability to the Purchasers or the Purchasers' rights hereunder. Each party hereto consents to such subsequent sales pursuant to this Section 1(d). Notwithstanding the foregoing, in no event shall the Company offer or sell any Units or take any other action which would prevent the use of the Company’s issued and outstanding Common Stock. Any offer exemption from securities registration afforded by the provisions of Additional Rule 506 of Regulation D with respect to any of the Securities made to MPS UK offered hereby or require registration of any of such Securities under the Securities Act, nor shall the exercise by the Company of its rights under this Section 1 shall 1(d) be made by notice permitted in writing (any way to delay or jeopardize the “Subscription Notice”) at least 20 Business Days prior to the issuance ability of such Additional Securities. The Subscription Notice shall set forth (i) the number of Additional Securities proposed to be issued to any Person other than MPS UK and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK in compliance with the provisions of this Section 1 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 Business Days after delivery of a Subscription Notice in accordance with the notice provisions hereof, MPS UK shall deliver a notification to the Company in writing whether it elects to purchase all or any portion of obtain the Additional Securities offered to MPS UK, pursuant to the Subscription Notice; provided however, that the failure of MPS UK to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK to purchase any of the Additional Securities offered by such Subscription Notice. If MPS UK elects to purchase any such Additional Securities, the Additional Securities that it shall have elected to purchase shall be issued and sold to MPS UK by the Company at the same time and on the same terms and conditions Stockholder Approvals (as the Additional Securities are issued and sold to third parties. If, for any reason, the issuance of Additional Securities to third parties is not consummated, MPS UK’s right to its share of such issuance shall lapse, subject to MPS UK’s ongoing subscription right with respect to issuances of Additional Securities at later dates or timesdefined below).

Additional Issuances. If the Company at any time shall issue (y) -------------------- at any time prior to the consummation of an Initial Public Offering any Additional Shares and (z) at any time on or after the date of consummation, any Additional Shares to an Affiliate, in either case at a price less than the Current Market Price per share of Common Stock, or any Convertible Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) At any time of this Section 7) which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Current Market Price per share of Common Stock, the number of Warrant Shares purchasable hereunder after such issuance shall be determined by multiplying the date hereofnumber of Warrant Shares purchasable hereunder immediately prior to such issuance by a fraction, if (i) the Company denominator of which shall issue or propose to issue any additional be the number of shares of Fully Diluted Common Stock immediately prior to such issuance plus the Company’s common stock, par value, $0.01 number of shares that the aggregate consideration for the total number of such Additional Shares (including the issue price of any such Convertible Securities) would purchase at the Current Market Price per share (“of Common Stock”), and (ii) the numerator of which shall be the number of shares of Fully Diluted Common Stock immediately after such issuance. Shares of Common Stock owned by or warrants, options (excluding any options granted to employees held for the account of the Company in accordance with or any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “Additional Securities”), MPS UK shall have the right to subscribe for and to purchase at the same price per share that number of Additional Securities necessary to maintain a Fully-Diluted Ownership Percentage (as defined herein below) in the Company equal to the lesser of: (i) Fully-Diluted Ownership Percentage subsidiary of the Company on the date that a Subscription Notice (as defined below) is delivered to MPS UK hereunder, and (ii) of 19.9% any such issuance shall not be deemed outstanding for the purpose of the Company’s issued and outstanding Common Stockany such computation. Any offer of Additional Securities made to MPS UK under this Section 1 Such adjustment shall become effective immediately after such issuance. Such adjustment shall be made by notice in writing (the “Subscription Notice”) at least 20 Business Days prior to the issuance of successively whenever any such Additional Securities. The Subscription Notice event shall set forth (i) the number of Additional Securities proposed to be issued to any Person other than MPS UK and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK in compliance with the provisions of this Section 1 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 Business Days after delivery of a Subscription Notice in accordance with the notice provisions hereof, MPS UK shall deliver a notification to the Company in writing whether it elects to purchase all or any portion of the Additional Securities offered to MPS UK, pursuant to the Subscription Notice; provided however, that the failure of MPS UK to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK to purchase any of the Additional Securities offered by such Subscription Noticeoccur. If MPS UK elects to purchase any such Additional Securities, the Additional Securities that it shall have elected to purchase shall be issued and sold to MPS UK by the Company at the same any time shall issue two or more securities as a unit and on the same terms and conditions as the one or more of such securities shall be Additional Shares or Convertible Securities are issued and sold subject to third parties. If, for any reasonthis subsection (b), the issuance of Additional Securities consideration allocated to third parties is not consummated, MPS UK’s right to its share of each such issuance security shall lapse, subject to MPS UK’s ongoing subscription right with respect to issuances of Additional Securities at later dates or timesbe determined by an independent nationally recognized investment banking firm experienced in valuing securities.

Additional Issuances. (a) At any time after the date hereof, if the Company shall issue or propose to issue any additional shares of the Company’s 's common stock, par value, $0.01 per share (“"Common Stock”"), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “"Additional Securities”"), MPS UK shall have the right to subscribe for and to purchase at the same price per share that number of Additional Securities necessary to maintain a Fully-Diluted Ownership Percentage (as defined herein below) in the Company equal to the lesser of: (i) Fully-Diluted Ownership Percentage of the Company on the date that a Subscription Notice (as defined below) is delivered to MPS UK hereunder, and (ii) of 19.9% of the Company’s 's issued and outstanding Common Stock. Any offer of Additional Securities made to MPS UK under this Section 1 shall be made by notice in writing (the “"Subscription Notice”") at least 20 Business Days prior to the issuance of such Additional Securities. The Subscription Notice shall set forth (i) the number of Additional Securities proposed to be issued to any Person other than MPS UK and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK in compliance with the provisions of this Section 1 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 Business Days after delivery of a Subscription Notice in accordance with the notice provisions hereof, MPS UK shall deliver a notification to the Company in writing whether it elects to purchase all or any portion of the Additional Securities offered to MPS UK, pursuant to the Subscription Notice; provided however, that the failure of MPS UK to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK to purchase any of the Additional Securities offered by such Subscription Notice. If MPS UK elects to purchase any such Additional Securities, the Additional Securities that it shall have elected to purchase shall be issued and sold to MPS UK by the Company at the same time and on the same terms and conditions as the Additional Securities are issued and sold to third parties. If, for any reason, the issuance of Additional Securities to third parties is not consummated, MPS UK’s 's right to its share of such issuance shall lapse, subject to MPS UK’s 's ongoing subscription right with respect to issuances of Additional Securities at later dates or times.

Additional Issuances. (a) At any time after Following the date hereofClosing Date, if Stratosphere shall be entitled to issue, in a single or multiple transactions, up to an additional $25,000,000 in aggregate principal amount of Restated Notes which shall rank pari passu with the Company Restated Notes issued on the Closing Date. The additional Restated Notes shall issue or propose be issued pursuant to issue any additional shares of the Company’s common stockRestated Indenture, par value, $0.01 per share (“Common Stock”), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “Additional Securities”), MPS UK shall have the right same terms and conditions as, shall be secured by the same collateral and Subsidiary Guarantee (as amended and restated) as, and otherwise shall be identical in all respects to, the Restated Notes issued on the Closing Date. The proceeds of any such additional issuance of Restated Notes may be used by Stratosphere for working capital or for any other purpose not inconsistent with the terms of the Restated Indenture; provided that the proceeds of any such additional issuance of Restated Notes may not be used by Stratosphere for costs of completion, including any cost overruns, associated with the construction by Stratosphere of Phase II. Except for issuances to subscribe for and to purchase Grand as described in the next sentence, any premium or discount from par on the issuance of any such additional Restated Notes must reflect market rates at the same price per share that number time of Additional Securities necessary issuance. Any issuance of any additional Restated Notes to maintain a Fully-Diluted Ownership Percentage (as defined herein below) in the Company equal Grand shall be subject to the lesser offollowing additional conditions: (i) Fully-Diluted Ownership Percentage if and to the extent that Grand has made cash expenditures or advances to satisfy any obligations under a credit support of the Company on Stratosphere Lease facility described in Section 9.1 hereof or pursuant to Grand's standby funding commitment to advance funds under Section 6 of the date that a Subscription Notice (Stupak Agreement as defined below) is delivered described in Section 9.7 hereof, any such additional Restated Notes issued to MPS UK hereunderGrand in aggregate principal amount up to the amount of such cash expenditures or advances, but not to exceed $8,684,362 and $6,890,000, respectively, shall be issued at par, and (ii) any such additional Restated Notes issued to Grand, other than as described in the foregoing clause (i), shall be issued at such premium or discount from par as reflects market rates at the time of 19.9% issuance. All such additional Restated Notes, except to the extent issued to Grand in exchange for cash expenditures to satisfy obligations under a credit support of the Company’s issued and outstanding Common Stock. Any offer Stratosphere Lease Facility or pursuant to Grand's standby funding commitment to advance funds under Section 6 of Additional Securities made to MPS UK under this Section 1 shall be made by notice the Stupak Agreement as described in writing (the “Subscription Notice”) at least 20 Business Days prior to the issuance of such Additional Securities. The Subscription Notice shall set forth clause (i) the number of Additional Securities proposed to be issued to any Person other than MPS UK and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK in compliance with the provisions of this Section 1 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 Business Days after delivery of a Subscription Notice in accordance with the notice provisions hereof, MPS UK shall deliver a notification to the Company in writing whether it elects to purchase all or any portion of the Additional Securities offered to MPS UKpreceding sentence, pursuant to the Subscription Notice; provided however, that the failure of MPS UK to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK to purchase any of the Additional Securities offered by such Subscription Notice. If MPS UK elects to purchase any such Additional Securitiesas follows, the Additional Securities that it shall have elected to purchase shall be issued and sold to MPS UK by the Company at the same time and all on the same terms and conditions as (including price): first, all such 15 additional Restated Notes shall be offered to the Additional Securities are issued and sold to third parties. Ifthen-current holders of the additional Restated Notes, for any reasonpro rata in accordance with their holdings of Restated Notes; second, the issuance of Additional Securities to third parties is not consummated, MPS UK’s right to its share unpurchased portion of such issuance additional Restated Notes, if any, shall lapsebe offered to those holders of the additional Restated Notes making purchases in accordance with the preceding clause, subject pro rata in accordance with their purchases of such additional Restated Notes; third, the unpurchased portion of such additional Restated Notes, if any, shall be offered to MPS UK’s ongoing subscription right with respect the public; and fourth, the unpurchased portion of such additional Restated Notes, if any, shall be offered to issuances of Additional Securities at later dates or timesGrand.

Additional Issuances. (a) At any time after the date hereof, if the Company shall issue or propose to issue any additional shares of the Company’s common stock, par value, $0.01 per share (“Common Stock”), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “"Additional Securities”"), MPS UK (i) each of Buyer and Majority Holder shall have the right to subscribe for and to purchase at the same price per share that number of Additional Securities necessary to maintain a Fullysuch party's fully-Diluted Ownership Percentage (diluted percentage beneficial equity interest as defined herein below) in the Company equal to the lesser of: (i) Fully-Diluted Ownership Percentage of the Company on the date that a Subscription Notice (as defined below) is delivered to MPS UK hereunder, and (ii) of 19.9% of the Company’s issued and outstanding Common StockClosing. Any offer of Additional Securities made to MPS UK Buyer or Majority Holder under this Section 1 7.09 shall be made by notice in writing (the “"Subscription Notice”") at least 20 10 Business Days prior to the date on which a meeting of the Board is held to authorize the issuance of such Additional Securities. The Subscription Notice shall set forth (i) the number of Additional Securities proposed to be issued to any Person Persons other than MPS UK Buyer and Majority Holder and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK Buyer and Majority Holder in compliance with the provisions of this Section 1 7.09 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 20 Business Days after delivery its receipt of a Subscription Notice in accordance with the notice provisions hereofNotice, MPS UK Buyer and Majority Holder shall deliver a notification to each separately notify the Company in writing whether it elects to purchase all or any portion of the Additional Securities offered to MPS UKsuch party, pursuant to the Subscription Notice; provided however, that the failure of MPS UK to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK to purchase any of the Additional Securities offered by such Subscription Notice. If MPS UK Buyer or Majority Holder elects to purchase any such Additional Securities, the Additional Securities that it shall have elected to purchase shall be issued and sold to MPS UK such party by the Company at the same time and on the same terms and conditions as the Additional Securities are issued and sold to third parties. If, for any reason, the issuance of Additional Securities to third parties is not consummated, MPS UK’s Buyer's right or Majority Holder's right to its share of such issuance shall lapse, subject to MPS UK’s Buyer's ongoing subscription right with respect to issuances of Additional Securities at later dates or times.

Additional Issuances. (a) At any time after the date hereof, if the Company shall issue or propose to issue any additional shares of the Company’s common stock, par value, $0.01 0.001 per share (“Common Stock”), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “Additional Securities”), MPS UK Sylios shall have the right to subscribe for and to purchase at the same price per share that number of Additional Securities necessary to maintain a Fully-Diluted Ownership Percentage (as defined herein below) in the Company equal to the lesser of: (i) Fully-Diluted Ownership Percentage of the Company on the date that a Subscription Notice (as defined below) is delivered to MPS UK Sylios hereunder, and (ii) of 19.919.99% of the Company’s issued and outstanding Common Stock. Any offer of Additional Securities made to MPS UK Sylios under this Section 1 shall be made by notice in writing (the “Subscription Notice”) at least 20 Business Days prior to the issuance of such Additional Securities. The Subscription Notice shall set forth (i) the number of Additional Securities proposed to be issued to any Person other than MPS UK Sylios and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK Sylios in compliance with the provisions of this Section 1 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 Business Days after delivery of a Subscription Notice in accordance with the notice provisions hereof, MPS UK Sylios shall deliver a notification to the Company in writing whether it elects to purchase all or any portion of the Additional Securities offered to MPS UKSylios, pursuant to the Subscription Notice; provided however, that the failure of MPS UK Sylios to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK Sylios to purchase any of the Additional Securities offered by such Subscription Notice. If MPS UK Sylios elects to purchase any such Additional additional Securities, the Additional Securities that it shall have elected to purchase shall be issued and sold to MPS UK Sylios by the Company at the same time and on the same terms and conditions as the Additional Securities are issued and sold to third parties. If, for any reason, the issuance of Additional Securities to third parties is not consummated, MPS UK’s Sylios’ right to its share of such issuance shall lapse, subject to MPS UK’s Sylios’ ongoing subscription right with respect to issuances of Additional Securities at later dates or times.

Additional Issuances. (a) At any time after the date hereofof this Agreement, and running for a period of 18 months (“Term”), if the Company shall issue or propose to issue any additional shares of the Company’s common stock, par value, $0.01 0.001 per share (“Common Stock”), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “Additional Securities”), MPS UK HOLDER shall have the right to subscribe for and to purchase at the same price per share be issued that number of Additional Securities additional shares of Common Stock necessary to maintain a Fully-Diluted Ownership Percentage (as defined herein below) Holder’s 5% equity stake in the Company equal to the lesser of: (i) Fully-Diluted Ownership Percentage of the Company on the date that a Subscription Notice (as defined below) is delivered to MPS UK hereunder, and (ii) of 19.9% of the Company’s issued and outstanding Common Stock. Any offer issuance of Additional Securities made to MPS UK HOLDER under this Section 1 shall be made by notice in writing (the “Subscription Issuance Notice”) at least 20 Business Days prior to the issuance of such Additional Securities. The Subscription Issuance Notice shall set forth (i) the number of Additional Securities proposed to be issued to any Person other than MPS UK HOLDER and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK be issued to HOLDER in compliance with the provisions of this Section 1 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 Business Days after delivery of a Subscription Issuance Notice in accordance with the notice provisions hereof, MPS UK HOLDER shall deliver a notification to the Company in writing whether it elects to purchase accept all or any portion of the Additional Securities offered to MPS UKbe issued to HOLDER, pursuant to the Subscription Issuance Notice; provided however, that the failure of MPS UK HOLDER to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK HOLDER to purchase receive any of the Additional Securities offered by such Subscription Issuance Notice. If MPS UK HOLDER elects to purchase receive any such Additional Securities, the Additional Securities that it shall have elected to purchase be issued shall be issued and sold to MPS UK HOLDER by the Company at the same time and on the same terms and conditions as the Additional Securities that are issued and sold to third parties. If, for any reason, the issuance of Additional Securities to third parties is not consummated, MPS UKHOLDER’s right to its share of such issuance shall lapse, subject to MPS UKHOLDER’s ongoing subscription right issuance rights with respect to issuances of Additional Securities at later dates or times.

Additional Issuances. (a) At any time after From the date hereofhereof until December 31, if 2018, the Company shall issue or propose may offer to issue any additional shares of sell, but the Company’s common stockPurchaser is not obligated to purchase, par value, $0.01 per share (“Common Stock”), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “Additional Securities”), MPS UK shall have the right to subscribe for and to purchase at the same price per share that number of Additional Securities necessary to maintain a Fully-Diluted Ownership Percentage (as defined herein below) in the Company equal to the lesser of: (i) Fully-Diluted Ownership Percentage of the Company on the date that a Subscription Notice (as defined below) is delivered to MPS UK hereunder, and (ii) of 19.9% of the Company’s issued and outstanding Common Stock. Any offer of Additional Securities made to MPS UK under this Section 1 shall be made by notice in writing (the “Subscription Notice”) at least 20 Business Days prior to the issuance of such Additional Securities. The Subscription Notice shall set forth (i) the number of Additional Securities proposed to be issued to any Person other than MPS UK and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK in compliance with the provisions of this Section 1 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 Business Days after delivery of a Subscription Notice in accordance with the notice provisions hereof, MPS UK shall deliver a notification to the Company in writing whether it elects to purchase all or any portion of the Additional Securities offered to MPS UK, pursuant to the Subscription Notice; provided however, that the failure of MPS UK to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK to purchase any of the Additional Securities offered by such Subscription Notice. If MPS UK elects to purchase any such Additional Securities, the Additional Securities that it shall have elected to purchase shall be issued and sold to MPS UK by the Company at the same time and on the same terms and conditions as those contained in this Agreement, an additional principal amount of debentures equal to $_________, in the aggregate, each of which debentures shall be in the form of the Debenture (upon issuance, each such debenture shall be deemed an “Additional Debenture” for the purposes of this Agreement), in one or more subsequent closings (each such subsequent closing, a “Subsequent Closing” and the date each Subsequent Closing occurs, a “Subsequent Closing Date”). The aggregate purchase price to the Purchaser for the purchase of the Additional Securities are issued Debentures pursuant to this Section 7 is $_________, which represents an original issue discount to the principal of the Additional Debentures. Between the time period of 4:00 pm (New York City time) and sold 9:00 pm (New York City time) on the Trading Day immediately prior to third parties. Ifeach proposed Subsequent Closing Date (or, for any reasonif such proposed Subsequent Closing Date is the first Trading Day following a holiday or a weekend (including a holiday weekend), between the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New York City time) on the day immediately prior to such proposed Subsequent Closing Date, the issuance Company shall deliver to the Purchaser a written notice of the Company proposing the maximum aggregate principal amount of Additional Securities Debentures that the Company desires to third parties sell to the Purchaser on such Subsequent Closing (each notice, a “Subsequent Closing Notice”). With any Subsequent Closing Notice, the Company will deliver any updates to Schedule 3(d) hereto. The Purchaser shall provide written notice to the Company by 6:30 am (New York City time) on the applicable Subsequent Closing Day (the “Notice Termination Time”) that such Purchaser is willing to purchase all or a portion of the Additional Debentures that the Company proposes to sell in such Subsequent Closing Notice (such written notice, the “Purchaser Response”). For the purpose of clarification, the Purchaser shall only be required to purchase, and the Company shall be obligated to sell, the principal amount of Additional Debentures that the Purchaser sets forth in the Purchaser Response. The delivery of a Purchaser Response by the Purchaser shall constitute a confirmation that the representations and warranties of the Purchaser in Section 10 shall be true and correct as of the date of the relevant Subsequent Closing Date. If the Company receives no such notice from the Purchaser as of such Notice Termination Time, the Purchaser shall be deemed to have notified the Company that it does not elect to purchase any Additional Debentures on such Subsequent Closing Date. Notwithstanding the foregoing, Purchaser’s election to not purchase Additional Debentures at any Subsequent Closing is not consummateda waiver of the Purchaser’s rights to purchase Additional Debentures pursuant to this Section 7. The Company shall promptly deliver to the Purchaser the Additional Debenture purchased pursuant to each Subsequent Closing, MPS UK’s right to its share of such issuance shall lapse, subject to MPS UK’s ongoing subscription right with respect to issuances of Additional Securities at but in no event later dates or timesthan 1 Trading Day following each Subsequent Closing Date.

Additional Issuances. (a) At any From time after the date hereofto time, if the Company shall issue or propose to issue any additional shares of the Company’s common stock, par value, $0.01 per share (“Common Stock”), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “Additional Securities”), MPS UK shall have the right to subscribe issue additional Class A Limited Membership Interests in respect of up to ten billion Dollars ($10,000,000,000) less the aggregate Capital Contributions made pursuant to the Class A-1 Subscription Agreement and Class A-2 Subscription Agreement or other substantially similar agreements, in exchange for and additional Capital Contributions pursuant to purchase at the same price per share that number of Additional Securities necessary to maintain a Fully-Diluted Ownership Percentage (one or more subscription agreements containing substantially similar terms as defined herein below) those contained in the Company equal Class A-1 Subscription Agreement and Class A-2 Subscription Agreement, except that the Class A Preferred Return Rate applicable to such additional Class A Limited Membership Interests may be a different rate from the Class A Preferred Return Rate applicable to the lesser of: (i) Fully-Diluted Ownership Percentage of the Company on the date that a Subscription Notice (as defined below) is delivered to MPS UK hereunderClass A-1 Limited Membership Interests or Class A-2 Limited Membership Interests, and subject to delivery of signed counterpart(s) to this Agreement by the purchasers of such Class A Limited Membership Interests; provided that such additional Capital Contributions (ii) of 19.9% of the Company’s issued and outstanding Common Stock. Any offer of Additional Securities made to MPS UK under this Section 1 shall be made by notice in writing (the “Subscription Notice”) at least 20 Business Days prior including any such Capital Contributions relating to the issuance of additional Class B Common Membership Interests pursuant to the immediately following sentence) shall be subject to the prior written approval of the Initial Class A Limited Members (such Additional Securitiesapproval not to be unreasonably withheld, conditioned or delayed if such proposed additional Capital Contributions constitute Permitted Assets). The Subscription Notice Concurrently with the issuance of any such additional Class A Limited Membership Interests, the Company shall set forth (iissue additional Class B Common Membership Interests to the Managing Member in such amount as may be required for the total Class B Common Membership Interests to represent 50.1% or more of the equity interests of the Company. Upon any such issuances, the Parent Company shall pay or cause an Affiliate thereof to pay to the Class A Limited Members and/or their applicable Affiliate(s) the number of Additional Securities proposed to be issued to any Person other than MPS UK and fees payable under the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK in compliance with the provisions of this Section 1 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 Business Days after delivery of a Subscription Notice applicable Fee Letter in accordance with the notice provisions hereofterms thereof. The Company reserves the right to issue one or more additional classes of Membership Interests with rights, MPS UK shall deliver a notification privileges, preferences and restrictions junior in all respects to those of the Class A Limited Membership Interests. Each Member hereby agrees to enter into any amendments to this Agreement and the other Transaction Documents as are necessary or appropriate to give effect to the Company in writing whether it elects to purchase all or any portion of the Additional Securities offered to MPS UK, pursuant to the Subscription Notice; provided however, that the failure of MPS UK to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK to purchase any of the Additional Securities offered by such Subscription Notice. If MPS UK elects to purchase any such Additional Securities, the Additional Securities that it shall have elected to purchase shall be issued and sold to MPS UK transactions contemplated by the Company at the same time and on the same terms and conditions as the Additional Securities are issued and sold to third parties. If, for any reason, the issuance of Additional Securities to third parties is not consummated, MPS UK’s right to its share of such issuance shall lapse, subject to MPS UK’s ongoing subscription right with respect to issuances of Additional Securities at later dates or timesforegoing sentence.

Additional Issuances. (a1) At any time after the date hereof and through the fifth (5th) anniversary of the date hereof, if the Company shall issue or propose to issue any additional shares of the Company’s common stock, par value, $0.01 per share (“Common Stock”), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock other than Excluded Securities (the “Additional Securities”), MPS UK Investor shall have the right to subscribe for and to purchase at the same price per share that number of Additional Securities necessary to maintain a Fully-Diluted the Ownership Percentage (as defined herein below) in the Company equal to the lesser of: (i) Fully-Diluted Ownership Percentage of the Company on the date that a Subscription Notice (as defined below) is delivered to MPS UK Investor hereunder, and (ii) of 19.9% of the Company’s issued and outstanding Common Stock. Any offer of Additional Securities made to MPS UK Investor under this Section 1 4 (j) shall be made by notice in writing (the “Subscription Notice”) at least 20 Business Days business days prior to the issuance of such Additional Securities. The Subscription Notice shall set forth (i) the number of Additional Securities proposed to be issued to any Person other than MPS UK Investor and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK Investor in compliance with the provisions of this Section 1 4 (j) and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 10 Business Days after delivery of a Subscription Notice in accordance with the notice provisions hereof, MPS UK Investor shall deliver a notification to the Company in writing whether it elects to purchase all or any portion of the Additional Securities offered to MPS UKInvestor, pursuant to the Subscription Notice; provided however, that the failure of MPS UK Investor to respond in writing within 5 10 Business Days shall be deemed a waiver and negative election by MPS UK Investor to purchase any of the Additional Securities offered by such Subscription Notice. If MPS UK the terms of the Additional Securities shall change after the Subscription Notice has been sent, then the Company will provide the Investor with a new Subscription Notice. If Investor elects to purchase any such Additional Securities, the Additional Securities that it shall have elected to purchase shall be issued and sold to MPS UK Investor by the Company at the same time and on the same terms and conditions as the Additional Securities are issued and sold to third parties. If, for any reason, the issuance of Additional Securities to third parties is not consummated, MPS UKInvestor’s right to its share of such issuance shall lapse, subject to MPS UKInvestor’s ongoing subscription right with respect to issuances of Additional Securities at later dates or times.. The term “

Additional Issuances. (a) At any time after the date hereofdate of this Agreement, and running for a period of 18 months (“Term”), if the Company shall issue or propose to issue any additional shares of the Company’s common stock, par value, $0.01 0.001 per share (“Common Stock”), or warrants, options (excluding any options granted to employees of the Company in accordance with any employee plans, now or hereinafter in effect) or other rights or instruments of any kind convertible into or exercisable or exchangeable for shares of Common Stock (the “Additional Securities”), MPS UK HOLDER shall have the right to subscribe for and to purchase at the same price per share be issued that number of Additional Securities necessary to maintain a Fully-Diluted Ownership Percentage (as defined herein below) in the Company equal to the lesser of: (i) 5% Fully-Diluted Ownership Percentage of the Company on the date that a Subscription Notice (as defined below) is delivered to MPS UK hereunder), and (ii) of 19.95% of the Company’s issued and outstanding Common Stock. Any offer issuance of Additional Securities made to MPS UK HOLDER under this Section 1 shall be made by notice in writing (the “Subscription Issuance Notice”) at least 20 Business Days prior to the issuance of such Additional Securities. The Subscription Issuance Notice shall set forth (i) the number of Additional Securities proposed to be issued to any Person other than MPS UK HOLDER and the terms of such Additional Securities, (ii) the consideration (or manner of determining the consideration), if any, for which such Additional Securities are proposed to be issued and the terms of payment, (iii) the number of Additional Securities offered to MPS UK be issued to HOLDER in compliance with the provisions of this Section 1 and (iv) the proposed date of issuance of such Additional Securities. Not later than 5 Business Days after delivery of a Subscription Issuance Notice in accordance with the notice provisions hereof, MPS UK HOLDER shall deliver a notification to the Company in writing whether it elects to purchase accept all or any portion of the Additional Securities offered to MPS UKbe issued to HOLDER, pursuant to the Subscription Issuance Notice; provided however, that the failure of MPS UK HOLDER to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK HOLDER to purchase receive any of the Additional Securities offered by such Subscription Issuance Notice. If MPS UK HOLDER elects to purchase receive any such Additional Securities, the Additional Securities that it shall have elected to purchase be issued shall be issued and sold to MPS UK HOLDER by the Company at the same time and on the same terms and conditions as the Additional Securities that are issued and sold to third parties. If, for any reason, the issuance of Additional Securities to third parties is not consummated, MPS UKHOLDER’s right to its share of such issuance shall lapse, subject to MPS UKHOLDER’s ongoing subscription right issuance rights with respect to issuances of Additional Securities at later dates or times.