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. (b) The Company represents and covenants to MPS UK that (i) upon issuance, all the shares of Additional Securities sold to MPS UK pursuant to this Section 1 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSA, each as amended then to date (b) conflict with or constitute a violation by MPUSA of any applicable law (including the General Corporation Law of Delaware), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA the enforcement of which would have a material adverse effect on MPUSA or on MPUSA’s ability to perform its obligations hereunder or the ability of MPUSA to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA or on the ability of MPUSA to perform its obligations hereunder or the ability of MPUSA to issue such shares. (c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United Kingdom, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made).

Additional Issuances. (a) 5.6.1. At any time after the date hereof, so long as Purchaser (together with its Affiliates) holds of record or beneficially owns at least fifteen percent (15%) of the outstanding Common Stock of the Company (measured as of the date of this Agreement if the Additional Issuance is prior to the Second Closing and measured as of the date of the Additional Issuance if occurring after the Second Closing) (the "Minimum Percentage") (assuming conversion into Common Stock, at the conversion rate then in effect, of all shares of Series A Preferred Stock held of record or beneficially owned by Purchaser and its Affiliates), in the event the Company shall issue or propose to issue (an "Additional Issuance") any additional shares of the Company’s common capital stock, par value, $0.01 per share (“Common Stock”)including securities of any type that are, or warrantsmay become, 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 capital stock of Common Stock the Company (the “"Additional Securities”"), MPS UK Purchaser 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 such that Purchaser holds 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% same percentage of the Company’s 's outstanding capital stock immediately prior to and immediately following the Additional Issuance (the "Pro Rata Share"); provided, however, that this Section 5.6 shall not apply to shares issued: (a) to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase, Company Option Plans, Assumed Option Plans or other option plans or arrangements approved by the Board; (b) pursuant to any options, warrants, conversion rights or other rights or agreements outstanding as of the date of this Agreement or pursuant to the conversion of the shares of Series A Preferred Stock contemplated to be issued and outstanding pursuant to this Agreement; (c) in connection with any stock split, stock dividend or recapitalization by the Company; (d) pursuant to a Superior Proposal if this Agreement is terminated in connection therewith; (e) in any Additional Issuance that reduces the Purchaser's equity percentage by less than 10% of its holdings, so long as at the time of an Additional Issuance which either solely or considered together with prior Additional Issuances that reduced the Purchaser's equity percentage by less than 10% is an Additional Issuance of greater than 10%, the Purchaser has the right to purchase common stock in order to retain the percentage ownership it had at the time of the first Additional Issuance which did not exceed 10%; or (f) pursuant to any equipment leasing arrangement or debt financing from a bank or similar financial institution, not to exceed 100,000 shares of Common Stock. Any offer of Additional Securities made to MPS UK Stock in the aggregate; provided further, Purchaser's rights under this Section 1 5.6 shall be made by notice in writing (terminate if the “Subscription Notice”) Second Closing is not consummated. 5.6.2. If the Company proposes an Additional Issuance, the Company shall, at least 20 Business Days five (5) business days prior to the issuance proposed closing date of such Additional Securities. The Subscription Notice shall set forth (i) the number of Additional Securities proposed issuance, give written notice to be issued Purchaser and offer 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 sell 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 Purchaser its Pro Rata Share 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 lowest price per share, and otherwise on the same terms and conditions as (or, if the nature of the transaction involves an exchange of assets or securities which cannot be delivered by Purchaser, then for cash on the same economic terms), offered to other investors. Such notice shall describe the type of Additional Securities which the Company is offering to Purchaser, the price of the Additional Securities are issued and sold the general terms upon which the Company will issue same. Purchaser shall have five (5) business days from the date of mailing of any such notice to third parties. If, agree to purchase its Pro Rata Share of such Additional Securities for any reason, the issuance price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity 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. (b) The Company represents be purchased. Sale and covenants to MPS UK that (i) upon issuance, all the shares of Additional Securities sold to MPS UK pursuant to this Section 1 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSA, each as amended then to date (b) conflict with or constitute a violation by MPUSA of any applicable law (including the General Corporation Law of Delaware), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA the enforcement of which would have a material adverse effect on MPUSA or on MPUSA’s ability to perform its obligations hereunder or the ability of MPUSA to consummate issuance of the Additional Securities and (c) either alone or which Purchaser has elected to purchase shall be effected concurrently with the giving closing of notice the issuance of securities which gave rise to Purchaser's right to buy such securities, but only after compliance with all governmental regulations, including but not limited to the expiration or early termination of the passage of applicable waiting periods under the HSR Act, if applicable. 5.6.3. In the event that, at any time, the percentage of the outstanding Common Stock held of record or bothbeneficially owned by Purchaser and its affiliates (assuming conversion into Common Stock, modifyat the conversion rate then in effect, violate, conflict with, constitute grounds for termination ofof all shares of Series A Preferred Stock held of record or beneficially owned by Purchaser and its affiliates) shall be decreased as a result of (i) any transfer by Purchaser or any of its affiliates to one or more transferees that are not affiliates of Purchaser of any Shares or other securities held of record or beneficially owned by Purchaser or its affiliates, or accelerate (ii) Purchaser's not purchasing the performance required byfull amount of Additional Securities offered for purchase pursuant to this Section 5.6, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect new percentage ownership level shall be established based on MPUSA or on the ability of MPUSA to perform its obligations hereunder or the ability of MPUSA to issue such shares. (c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United Kingdom, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing of Purchaser and its affiliates in effect immediately following such transfer or Additional Issuance (i) the aggregate "Reduced Percentage Ownership"), and thereafter the Company shall be required to offer to Purchaser only such number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (Additional Securities pursuant to this Section 5.6 as such term is determined in accordance with would permit Purchaser to maintain the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made)Reduced Percentage Ownership.

Additional Issuances. (a) 5.6.1. At any time after the date hereofThird Closing, if in the event the Company shall issue or propose to issue (an "ADDITIONAL ISSUANCE") any additional shares of the Company’s common capital stock, par value, $0.01 per share (“Common Stock”)including securities of any type that are, or warrantsmay become, 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 capital stock of Common Stock the Company (the “Additional Securities”"ADDITIONAL SECURITIES"), MPS UK each Purchaser 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 such that such Purchaser holds 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% same percentage of the Company’s issued 's outstanding capital stock immediately prior to and outstanding Common Stock. Any offer of immediately following the Additional Securities made to MPS UK under Issuance (the "PRO RATA SHARE"); provided, however, that this Section 1 5.6 shall not apply to shares issued: (a) to employees, officers or directors of, or consultants or advisors to the Company or any Subsidiary, pursuant to stock purchase, Company Option Plans, other option plans or arrangements approved by the Board; (b) pursuant to any options, warrants, conversion rights or other rights or agreements outstanding as of the date of this Agreement or pursuant to the conversion of the shares of Series B Preferred Stock contemplated to be made issued pursuant to this Agreement; (c) in connection with any stock split, stock dividend or recapitalization by notice the Company; (d) pursuant to a Superior Proposal if this Agreement is terminated in writing connection therewith; or (e) in any Additional Issuance that reduces the “Subscription Notice”) Purchaser's equity percentage by less than 10% of its holdings, so long as at the time of an Additional Issuance which either solely or considered together with prior Additional Issuances that reduced the Purchaser's equity percentage by less than 10% is an Additional Issuance of greater than 10%, the Purchaser has the right to purchase common stock in order to retain the percentage ownership it had at the time of the first Additional Issuance which did not exceed 10%. 5.6.2. If the Company proposes an Additional Issuance, the Company shall, at least 20 Business Days fifteen (15) business days prior to the issuance proposed closing date 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 Securitiesissuance, (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 give written notice provisions hereof, MPS UK shall deliver a notification to the Company in writing whether it elects Purchaser Representative and offer to purchase all or any portion sell to each Purchaser its Pro Rata Share 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 lowest price per share, and otherwise on the same terms and conditions as (or, if the nature of the transaction involves an exchange of assets or securities which cannot be delivered by each Purchaser, then for cash on the same economic terms), offered to other investors. Such notice shall describe the type of Additional Securities which the Company is offering to each Purchaser, the price of the Additional Securities are issued and sold the general terms upon which the Company will issue same. Each Purchaser shall have five (5) business days from the date of mailing of any such notice to third parties. If, agree to purchase its Pro Rata Share of such Additional Securities for any reason, the issuance price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity 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. (b) The Company represents be purchased. Sale and covenants to MPS UK that (i) upon issuance, all the shares of Additional Securities sold to MPS UK pursuant to this Section 1 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSA, each as amended then to date (b) conflict with or constitute a violation by MPUSA of any applicable law (including the General Corporation Law of Delaware), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA the enforcement of which would have a material adverse effect on MPUSA or on MPUSA’s ability to perform its obligations hereunder or the ability of MPUSA to consummate issuance of the Additional Securities and (c) either alone or which Purchaser has elected to purchase shall be effected concurrently with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default closing of the termsissuance of securities which gave rise to Purchaser's right to buy such securities, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA or on the ability of MPUSA to perform its obligations hereunder or the ability of MPUSA to issue such sharesbut only after compliance with all governmental regulations. (c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United Kingdom, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made).

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) 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 in such event shall be made by notice in writing (the “Subscription Notice”) at least 20 Business Days prior entitled to the issuance rights and have the obligations conferred thereby. In the event that additional Purchasers become parties to this Agreement, the Schedule of such Additional Securities. The Subscription Notice shall set forth (i) the number of Additional Securities proposed to Exceptions may 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 revised by the Company in writing whether it elects to purchase all or any portion of the Additional Securities offered to MPS UKreflect additional information and/or subsequent events, pursuant to the Subscription Notice; provided provided, however, that nothing contained in a revised Schedule of Exceptions shall affect the failure of MPS UK Company's liability to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK the Purchasers or the Purchasers' rights hereunder. Each party hereto consents 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. (b) The Company represents and covenants to MPS UK that (i) upon issuance, all the shares of Additional Securities sold to MPS UK subsequent sales pursuant to this Section 1 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 exemption from securities registration afforded by the provisions of Rule 506 of Regulation D with respect to any of the Securities 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(d) be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities permitted in any way to delay or jeopardize the ability of the Company of to obtain the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSA, each as amended then to date (b) conflict with or constitute a violation by MPUSA of any applicable law (including the General Corporation Law of Delaware), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA the enforcement of which would have a material adverse effect on MPUSA or on MPUSA’s ability to perform its obligations hereunder or the ability of MPUSA to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA or on the ability of MPUSA to perform its obligations hereunder or the ability of MPUSA to issue such shares. (c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United Kingdom, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned Stockholder Approvals (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being madedefined below).

Additional Issuances. (a) At any time after the date hereofExcept as provided in Section 2.10(f), and subject to Section 2.3(e), if the Company shall issue or propose to issue any additional shares of its Subsidiaries proposes the Company’s common stock, par value, $0.01 per share (“Common Stock”), issuance 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 sale of any kind convertible into Equity Securities or exercisable or exchangeable for shares of Common Stock any debt securities (the collectively, “Additional New 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 shall first offer to sell to the Unitholders holding Series A Preferred Units (each an “Offeree”, and collectively, the “Offerees”) a portion of such New Securities 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 quotient determined 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 dividing (i) the number of Additional Securities proposed to be issued to any Person other than MPS UK and the terms of Series A Preferred Units held by such Additional Securities, Offeree by (ii) the consideration total number of Series A Preferred Units held by all of the Offerees. Each Offeree shall be entitled to purchase such applicable New Securities at the most favorable price and on the most favorable terms as such New Securities are to be offered to any other Person in the applicable offering. (or manner b) In order to exercise its purchase rights hereunder, an Offeree must within ten (10) Business Days after receipt of determining written notice from the consideration)Company (“Issuance Notice”) describing in reasonable detail the New Securities being offered, the purchase price thereof, the payment terms and such Offeree’s percentage allotment, deliver a written notice to the Company and the other Offerees (“Exercise Notice”) describing its election hereunder. If all of the New Securities offered to the Offerees are not fully subscribed by such Offerees, the remaining New Securities not so subscribed for shall be reoffered by the Company to the remaining Offerees that exercised their rights in full, except that such remaining Offerees must exercise their purchase rights within five (5) days after receipt of such reoffer. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to sell the New Securities which the Offerees elected not to purchase during the one hundred twenty (120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to such Offerees; provided that, if anysuch sale is subject to regulatory approval, for which such Additional one hundred twenty (120)-day period shall be extended until the expiration of ten (10) Business Days after all such approvals have been received, but in no event later than two hundred forty (240) from the date of the Issuance Notice. Any New Securities are proposed offered or sold by the Company after the applicable period must be reoffered to be issued and the Offerees pursuant to the terms of paymentthis Section 2.10. (d) The Company shall not be obligated to consummate any proposed issuance or sale of New Securities, nor be liable to any Offeree if the Company has not consummated any proposed issuance or sale of New Securities pursuant to this Section 2.10. (iiie) Notwithstanding anything to the number contrary herein, in lieu of Additional offering any New Securities to the Offerees pursuant to this Section 2.10 at the time such New Securities are offered to MPS UK in compliance other Persons, the Company may comply with the provisions of this Section 1 2.10 by making an offer to sell to the Offerees such New Securities, promptly (but no more than three (3) Business Days) after such an offer and sale to such other Persons is effected, at the price and upon terms that are not materially less favorable to the Offerees than those offered to such other Persons; provided that the Board shall have determined that the delay that would otherwise result from the Company’s compliance with the procedures set forth in subsections (a) through (c) of this Section 2.10 would adversely impact, in any material respect, the Company or its ability to consummate such issuance or the economic terms thereof. In such event, for all purposes of this Section 2.10, the portion of such New Securities that each Offeree shall be entitled to purchase hereunder shall be determined by taking into consideration the actual amount of New Securities sold to other Persons so as to achieve the same economic effect as if such offer would have been made prior to such sale. (f) The provisions of this Section 2.10 shall not apply to (i) Equity Awards approved by the Board and issued in accordance with the other terms and conditions of this Agreement, (ii) New Securities issued upon the exercise of the Series A Warrants, (iii) issuance of Common Units with an aggregate value of $5,000,000 (measured based on Fair Market Value at issuance) for all issuances under this clause (iii) at a purchase price less than Fair Market Value, and (iv) any other issuance in which preemptive rights are waived by the proposed date Series A Preferred Majority in Interest, provided that the waiver applies to all such holders on a pro rata basis and that such majority of issuance the holders of such Additional Securitiesrights are not participating in such issuance. (g) In respect of New Securities issued by the Company or its Subsidiaries (including, for the avoidance of doubt, the New Securities issued in connection with Section 2.10(f)), the Company shall promptly provide to the Offerees in advance of any such issuance the Fair Market Value of such New Securities as calculated in accordance with Section 7.3(a) and all support. Not later than 5 Except with the New Securities issued in connection with Section 2.10(f), the Offerees shall have ten (10) Business Days after delivery (which such ten (10) Business Day period shall be equitably tolled in respect of a Subscription Notice time awaiting responses to any Offeree’s reasonable requests for backup and information related to the calculation of Fair Market Value or the issuance to which such calculation relates) from the date the Fair Market Value determination (and all backup supporting such determination) is received by it in accordance with the notice provisions hereof, MPS UK shall deliver a notification immediately preceding sentence to inform the Company in writing whether it elects to purchase all of any disagreement with the Fair Market Value of such New Securities. Any disagreement or any portion of the Additional Securities offered to MPS UK, pursuant dispute in following such notice shall be subject to the Subscription Noticedispute resolution provisions of Section 2.5(b), mutatis mutandis; provided howeverprovided, 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 underlying 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. (b) The Company represents and covenants to MPS UK that (i) upon issuance, all the shares of Additional Securities sold to MPS UK pursuant to this Section 1 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject permitted to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSA, each as amended then to date (b) conflict with or constitute a violation by MPUSA of any applicable law (including the General Corporation Law of Delaware), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA the enforcement of which would have a material adverse effect on MPUSA or on MPUSA’s ability to perform its obligations hereunder or the ability of MPUSA to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA or on the ability of MPUSA to perform its obligations hereunder or the ability of MPUSA to issue such sharesoccur until Fair Market Value is finally determined. (c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United Kingdom, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made).

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. (b) . The Company represents and covenants to MPS UK that term “Excluded Securities” means (i) shares issued upon issuanceconversion or exchange of any rights, all options, warrants or convertible or exchangeable securities, which rights, options, warrants or convertible or exchangeable securities were issued prior to the date of this Agreement, and (ii) any shares of Additional Securities sold to MPS UK (other than shares issued pursuant to this Section 1 shall be duly authorizedpreceding clause (i)) issued to employees, validly issueddirectors, fully paid and nonassessable and will be approved (if outstanding securities officers, consultants, or independent contractors of the Company in consideration of past or future services rendered by such parties to the Company or its affiliates under a stock incentive plan approved by the Company’s Board of Directors (“Equity Plan Shares”). In the event that any Equity Plan Shares are issued during any fiscal quarter, Investor shall have the right to purchase from the Company, on the first business day of the same type are at immediately succeeding fiscal quarter (the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSA, each as amended then to date (b) conflict with or constitute a violation by MPUSA of any applicable law (including the General Corporation Law of Delaware“Purchase Date”), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA the enforcement of which would have a material adverse effect on MPUSA or on MPUSA’s ability to perform its obligations hereunder or the ability of MPUSA to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA or on the ability of MPUSA to perform its obligations hereunder or the ability of MPUSA to issue such shares. (c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United Kingdom, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock equal to the number of shares necessary to maintain the Ownership Percentage (including any shares as in effect at the beginning of the first day of such fiscal quarter) for a price per share equal to the average of the volume-weighted average prices of the Company’s Common Stock issuable upon exercise or conversion of options, warrants or other securities or rightsduring the ten (10) beneficially owned (as such term is determined in accordance with trading days immediately preceding the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made)Purchase Date.

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 shall lapse, subject to MPS UK’s ongoing subscription right with respect to issuances of Additional Securities at later dates or times. (b) The Company represents and covenants to MPS UK that (i) upon issuance, all the shares of Additional Securities sold to MPS UK pursuant to this Section 1 security shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed determined by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSA, each as amended then to date (b) conflict with or constitute a violation by MPUSA of any applicable law (including the General Corporation Law of Delaware), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA the enforcement of which would have a material adverse effect on MPUSA or on MPUSA’s ability to perform its obligations hereunder or the ability of MPUSA to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result an independent nationally recognized investment banking firm experienced in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA or on the ability of MPUSA to perform its obligations hereunder or the ability of MPUSA to issue such sharesvaluing securities. (c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United Kingdom, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made).

Additional Issuances. (a) At any time after the Effective Date and continuing for a period that ends twelve (12) months after the date hereofof filing of the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Term”), 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 SecuritiesTrue-up Shares”) (1) in payment of consulting services to third parties, (2) in payment of compensation to any officer, director, employee or agent of the Company, (3) in payment of any convertible debt instrument issued by the Company (4) in accordance with the terms of any other convertible instrument issued by the Company not associated with a debt or equity funding transaction (each an “True-up Event”), MPS UK shall have in accordance with this subsection (a). ___________________ 1The Meer Percentage, the right to subscribe for Decagon Percentage 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 are based on 124,137,930 shares common stock of the Company on outstanding, after giving effect to issuances to be effected immediately after the date that a Subscription Notice (as defined below) is delivered to MPS UK hereunder, and (ii) of 19.9% closing of the CompanyMerger Agreement, which issuances (the “Merger-Related Issuances”) would serve to satisfy certain obligations of First Person for the payment of consulting services relating to the Merger Agreement. Within ten (10) business days of the occurrence of a True-up Event, the Company shall issue a number of True-up Shares to each of Meer, Decagon and ▇▇▇▇▇▇▇ such that, following such issuances, Meer’s issued Common Stock ownership shall have been restored to the Meer Ownership Percentage, Decagon’s Common Stock ownership shall have been restored to the Decagon Ownership Percentage and outstanding ▇▇▇▇▇▇▇’▇ Common StockStock ownership shall have been restored to the ▇▇▇▇▇▇▇ Ownership Percentage. Any offer of Additional Securities made to MPS UK under this Section 1 All True-up Share issuances shall be made by notice the Company’s then-transfer agent in writing (the “Subscription Notice”) at least 20 Business Days prior to the issuance of such Additional Securitiesbook entry. The Subscription Notice Parties specifically acknowledge and agree that neither ▇▇▇▇, Decagon nor ▇▇▇▇▇▇▇ shall set forth (i) the number of Additional Securities proposed to have paid any additional consideration for any True-up Shares that may 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 timesthem hereunder. (b) The Company represents Notwithstanding anything to the contrary contained herein, and covenants for purposes of clarity, the term “True-up Event” shall not include issuances of Common Stock made in connection with (1) the Merger Agreement, including the Merger-Related Shares, (2) a debt or equity financing transaction in the form of an inducement or similar fee payable to MPS UK that the funding party, (i3) upon issuance, all the shares of Additional Securities sold to MPS UK an offering pursuant to this Regulation A under the Securities Act of 1933, as amended (the “1933 Act”) or (4) an offering under Section 1 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities 5 of the Company 1933 Act pursuant to a Registration Statement on Form S-1 relating to an equity line of the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSA, each as amended then to date (b) conflict with or constitute a violation by MPUSA of any applicable law (including the General Corporation Law of Delaware), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA the enforcement of which would have a material adverse effect on MPUSA or on MPUSA’s ability to perform its obligations hereunder or the ability of MPUSA to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, credit agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA or on the ability of MPUSA to perform its obligations hereunder or the ability of MPUSA to issue such shares. (c) As used hereinIf the Company, the term at any time while this Agreement is in force and effect, by reclassification of securities or otherwise (including, but not limited to, a “Business Dayreincorporation,” shall mean any day other than merger with or into a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws wholly owned subsidiary of the State Company, an exchange or stock swap or another type of Delaware reorganization or the United Kingdomrecapitalization), and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, change or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of exchange its Common Stock into (including any shares or for) different securities of Common Stock another class or classes or ceases to have common stock, then the rights of the Protected Shareholders hereunder shall thereafter represent the right to acquire such number and kind of securities as would have been issuable upon exercise or conversion as the result of options, warrants such change with respect to the securities that were subject to the Agreement immediately prior to such reclassification or other securities or rights) beneficially owned (change. All such adjustments shall be made so as such term is determined in accordance with to equitably adjust the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock rights of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made)Protected Shareholders hereunder.

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. (b) The Company represents and covenants to MPS UK HOLDER that (i) upon issuance, all the shares of Additional Securities sold issued to MPS UK HOLDER pursuant to this Section 1 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, federal and state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSAHLLK, each as amended then to date (b) conflict with or constitute a violation by MPUSA HLLK of any applicable law (including the General Florida Business Corporation Law of DelawareAct), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA HLLK the enforcement of which would have a material adverse effect on MPUSA HLLK or on MPUSAHLLK’s ability to perform its obligations hereunder or the ability of MPUSA HLLK to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA HLLK or on the ability of MPUSA HLLK to perform its obligations hereunder or the ability of MPUSA HLLK to issue such shares. (c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United KingdomNew York, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made).

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. (b) The Company represents and covenants to MPS UK that (i) upon issuance, all the shares of Additional Securities sold to MPS UK pursuant to this Section 1 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSA, each as amended then to date (b) conflict with or constitute a violation by MPUSA of any applicable law (including the General Corporation Law of Delaware), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA the enforcement of which would have a material adverse effect on MPUSA or on MPUSA’s 's ability to perform its obligations hereunder or the ability of MPUSA to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA or on the ability of MPUSA to perform its obligations hereunder or the ability of MPUSA to issue such shares. (c) As used herein, the term “"Business Day” " shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United Kingdom, and the term “"Person” " shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “"Fully-Diluted Ownership Percentage” " shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made).

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 Additional Securities are issued and sold to third parties. Ifaggregate, for any reason, each of which debentures shall be in the issuance form 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. the Debenture (b) The Company represents and covenants to MPS UK that (i) upon issuance, all each such debenture shall be deemed an “Additional Debenture” for the shares 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 sold to MPS UK Debentures pursuant to this Section 1 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 9:00 pm (New York City time) on the Trading Day immediately prior to each proposed Subsequent Closing Date (or, if 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 Company shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities deliver to the Purchaser a written notice of the Company proposing the maximum aggregate principal amount of Additional Debentures that the same type are at Company desires to sell to the time already approvedPurchaser 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) for listing hereto. The Purchaser shall provide written notice to the Company by 6:30 am (New York City time) on the Nasdaq Stock Market applicable Subsequent Closing Day (the “Notice Termination Time”) that such Purchaser is willing to purchase all or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSA, each as amended then to date (b) conflict with or constitute a violation by MPUSA of any applicable law (including the General Corporation Law of Delaware), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA the enforcement of which would have a material adverse effect on MPUSA or on MPUSA’s ability to perform its obligations hereunder or the ability of MPUSA to consummate issuance portion of the Additional Securities and Debentures that the Company proposes to sell in such Subsequent Closing Notice (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA or on the ability of MPUSA to perform its obligations hereunder or the ability of MPUSA to issue such shares. (c) As used hereinwritten notice, the term “Business Day” Purchaser Response”). For the purpose of clarification, the Purchaser shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United Kingdomonly be required to purchase, and the term “Person” Company shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used hereinbe obligated to sell, the term “Fully-Diluted Ownership Percentage” shall mean principal amount of Additional Debentures that the percentage ownership calculated by dividing (i) Purchaser sets forth in the aggregate number Purchaser Response. The delivery of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) a Purchaser Response by the applicable Person or Persons, howsoever Purchaser shall constitute a confirmation that the representations and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock warranties of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days 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 which such calculation Subsequent Closing Date. Notwithstanding the foregoing, Purchaser’s election to not purchase Additional Debentures at any Subsequent Closing is being made)not a 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, but in no event later than 1 Trading Day following each Subsequent Closing Date.

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. (b) At any time after the date hereof, but prior to the Closing Date, if the Company shall issue Additional Securities, the Company agrees that it shall take all such action as is necessary to adjust the Exchange Ratio to the extent necessary to ensure that Holders own an aggregate of 30% (assuming all Holders were to exchange their Notes for Common Stock, and to the extent not all Holders have effected such exchange, such proportionate lesser percentage) of all of the issued and outstanding shares of Common Stock of the Company on a fully diluted basis, after giving effect to the transactions contemplated by this Agreement. (c) The Company represents and covenants to MPS UK Buyer and/or Majority Holder that (i) upon issuance, all the shares of Additional Securities sold to MPS UK Buyer and/or Majority Holder pursuant to this Section 1 7.09 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) Liens of any nature and shall not be subject to any preemptive right of any stockholder of the Company Company, and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict in connection with any provision of such issuance, the Certificate of Incorporation or Bylaws of MPUSA, each Company shall take such actions as amended then are specified in Section 3.09 with respect to date (b) conflict with or constitute a violation by MPUSA of any applicable law (including the General Corporation Law of Delaware), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA the enforcement of which would have a material adverse effect on MPUSA or on MPUSA’s ability to perform its obligations hereunder or the ability of MPUSA to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA or on the ability of MPUSA to perform its obligations hereunder or the ability of MPUSA to issue such shares. (c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United Kingdom, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made).

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. (b) The Company represents and covenants to MPS UK HOLDER that (i) upon issuance, all the shares of Additional Securities sold issued to MPS UK HOLDER pursuant to this Section 1 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, federal and state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSAHLLK, each as amended then to date (b) conflict with or constitute a violation by MPUSA HLLK of any applicable law (including the General Florida Business Corporation Law of DelawareAct), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA HLLK the enforcement of which would have a material adverse effect on MPUSA HLLK or on MPUSAHLLK’s ability to perform its obligations hereunder or the ability of MPUSA HLLK to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA HLLK or on the ability of MPUSA HLLK to perform its obligations hereunder or the ability of MPUSA HLLK to issue such shares. (c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United KingdomNew York, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made).

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 's common stock, par value, $0.01 0.0001 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 SGH 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) 9.9% 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 19.99.9% of the Company’s 's issued and outstanding Common Stock. Any offer issuance of Additional Securities made to MPS UK SGH 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 SGH 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 SGH 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 SGH 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 SGH, pursuant to the Subscription Issuance Notice; provided however, that the failure of MPS UK SGH to respond in writing within 5 Business Days shall be deemed a waiver and negative election by MPS UK SGH to purchase receive any of the Additional Securities offered by such Subscription Issuance Notice. If MPS UK SGH 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 SGH 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 UK’s SGH's right to its share of such issuance shall lapse, subject to MPS UK’s SGH's ongoing subscription right issuance rights with respect to issuances of Additional Securities at later dates or times. (b) The Company represents and covenants to MPS UK SOH that (i) upon issuance, all the shares of Additional Securities sold issued to MPS UK SGH pursuant to this Section 1 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for listing on the Nasdaq Stock Market or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, federal and state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of MPUSA▇▇▇▇, each as amended then to date (b) conflict with or constitute a violation by MPUSA ▇▇▇▇ of any applicable law (including the General Florida Business Corporation Law of DelawareAct), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA ▇▇▇▇ the enforcement of which would have a material adverse effect on MPUSA ▇▇▇▇ or on MPUSA’s ▇▇▇▇'▇ ability to perform its obligations hereunder or the ability of MPUSA ▇▇▇▇ to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA ▇▇▇▇ or on the ability of MPUSA ▇▇▇▇ to perform its obligations hereunder or the ability of MPUSA HUML to issue such shares. (c) As used herein, the term “"Business Day” " shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware or the United KingdomWashington, and the term “"Person” " shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “"Fully-Diluted Ownership Percentage” " shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made).

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. (b) The Company represents and covenants to MPS UK Sylios that (i) upon issuance, all the shares of Additional Securities sold to MPS UK Sylios pursuant to this Section 1 shall be duly authorized, validly issued, fully paid and nonassessable and will be approved (if outstanding securities of the Company of the same type are at the time already approved) for listing on the Nasdaq Stock Market OTC Pinksheets or for quotation or listing on the principal trading market for the securities of the Company at the time of issuance, (ii) upon delivery of such shares, they shall be free and clear of all liens, claims and encumbrances (other than any restrictions imposed by applicable federal, state and foreign securities laws (including, without limitations, the laws of the United Kingdom) of any nature and shall not be subject to any preemptive right of any stockholder of the Company and (iii) this Section 1 does not and upon the issuance of such Additional Securities will not (a) violate or conflict with any provision of the Certificate Articles of Incorporation or Bylaws of MPUSAGCC, each as amended then to date (b) conflict with or constitute a violation by MPUSA GCC of any applicable law (including the General Corporation Law of DelawareFlorida), judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to MPUSA GCC the enforcement of which would have a material adverse effect on MPUSA GCC or on MPUSAGCC’s ability to perform its obligations hereunder or the ability of MPUSA GCC to consummate issuance of the Additional Securities and (c) either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with, constitute grounds for termination of, or accelerate the performance required by, or result in a breach or default of the terms, conditions or provisions of, or constitute a default under any contract, agreement, note bond, mortgage, indenture, deed of trust, license, franchise, permit, commitment, waiver, exemption, order, obligation, lease, sublease, undertaking, agreement, offer or other instrument, which violation, conflict, termination, acceleration, breach or default would have a material adverse effect on MPUSA GCC or on the ability of MPUSA GCC to perform its obligations hereunder or the ability of MPUSA GCC to issue such shares. (c) As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday, U.S. national legal holiday, or a legal holiday under the laws of the State of Delaware Florida or the United KingdomStates of America, and the term “Person” shall mean an individual, corporation, partnership, joint venture, joint stock company, association, trust, business trust, unincorporated organization, government authority, or any other entity of whatever nature. As used herein, the term “Fully-Diluted Ownership Percentage” shall mean the percentage ownership calculated by dividing (i) the aggregate number of shares of Common Stock (including any shares of Common Stock issuable upon exercise or conversion of options, warrants or other securities or rights) beneficially owned (as such term is determined in accordance with the Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by the applicable Person or Persons, howsoever and whenever acquired, by (ii) the aggregate number of all issued and outstanding shares of Common Stock of the Company (including any shares of Common Stock which are issuable upon exercise or conversion of options, warrants or other securities or rights within 60 days of the date on which such calculation is being made).