Common use of Most Favored Nations Clause in Contracts

Most Favored Nations. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof until six (6) months after the date hereof, that none of the terms offered to any holder or holders of warrants or options to purchase Common Shares of the Company that were issued by the Company (each, an “Other Holder”) with respect to any under any other agreement related to the exercise of such warrants or options (“Other Warrant Exercise Agreement”) (or any amendment, modification or waiver thereof) relating to warrants that were issued prior to the date hereof, is or will be more favorable to such Other Holder than those of the Holder and this Amendment unless such terms are concurrently offered to the Holder. If, and whenever on or after the date hereof until six (6) months after the date hereof, the Company enters into an Other Warrant Exercise Agreement relating to warrants that were sold prior to the date hereof, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Amendment shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Other Warrant Exercise Agreement (including the issuance of additional Warrant Shares (as defined therein)), provided that upon written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Amendment shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this paragraph shall apply similarly and equally to each such Other Warrant Exercise Agreement. Notwithstanding anything herein to the contrary, this Section 3 shall not apply with respect to any employee options existing as of the date of this Amendment.

Most Favored Nations. Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction Documents, if, at any time during the period commencing after the date of this Agreement and ending on the two (2) year anniversary of the Closing Date, the Company conducts and closes a private equity or equity-linked financing on terms and conditions more favorable than the terms governing the Preferred Shares with gross cash proceeds in excess of $250,000 (each such financing a "New Financing"), the Purchaser shall have the right to exchange (any such exchange being an "MFN Change") its Preferred Shares, valued at an amount equal to the product of the number of Preferred Shares being exchanged times $10,000, for the securities offered in the New Financing. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof until six to promptly give written notice (6"MFN Notice") months after the date hereof, that none of the terms offered to any holder or holders of warrants or options to purchase Common Shares of the Company that were issued by the Company (each, an “Other Holder”) with respect to any under any other agreement related to the exercise Purchaser of such warrants or options (“Other Warrant Exercise Agreement”) (or any amendment, modification or waiver thereof) relating to warrants that were issued prior to the date hereof, is or will be more favorable to such Other Holder than those of the Holder and this Amendment unless such terms are concurrently offered to the Holder. If, and whenever on or after the date hereof until six (6) months after the date hereof, the Company enters into an Other Warrant Exercise Agreement relating to warrants that were sold prior to the date hereof, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Amendment shall be, without any further action by such New Financing. On or prior to the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit expiration of the more favorable terms and/or conditions five (as 5) Business Day period (the case may be"MFN Review Period") set forth after the Purchaser has received the MFN Notice, the Purchaser shall notify the Company in such Other Warrant Exercise Agreement writing (including the issuance of additional Warrant Shares (as defined therein)), provided that upon written notice "MFN Response") specifying whether it elects to conduct an MFN Change. If the Purchaser fails to send an MFN Response prior to the Company at any time expiration of the Holder may elect not MFN Review Period, the Purchaser shall be deemed to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in have waived its rights under this Amendment shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred Section 7.15 solely with respect to the HolderMFN Change specified in the MFN Notice relating to such MFN Review Period. Each potential MFN Change shall be communicated to the Purchaser in accordance with this Section 7.15 until such time as the Purchaser elects to conduct an MFN Change. Once the Purchaser elects to conduct an MFN Change, the Purchaser shall have no further right to receive notice of or to conduct any future MFN Change under this Section 7.15. The provisions of this paragraph Company and the Purchaser shall apply similarly cooperate to promptly cancel the Preferred Shares being exchanged and equally to each promptly enter into such Other Warrant Exercise Agreement. Notwithstanding anything herein agreements, certificates, instruments and other documents that are necessary to reflect an MFN Change that the contrary, this Section 3 shall not apply with respect Purchaser elects to any employee options existing as of the date of this Amendmentconduct.

Most Favored Nations. The Company hereby represents and warrants as Notwithstanding anything to the contrary contained in this Agreement or any of the date hereof and covenants and agrees from and other Transaction Documents, if, at any time during the period commencing after the date hereof until six of this Agreement and ending on the five (65) months after the date hereof, that none year anniversary of the terms offered Closing Date, the Company amends any of the Joint Investor Securities Purchase Agreement, the Joint Investor Debentures or the Joint Investor Warrants or otherwise modifies or changes any of the rights granted to any holder the Joint Investors or holders of warrants or options to purchase Common Shares obligations of the Company thereunder (any such amendment being an "MFN Change"), the Purchaser shall have the right to receive, exercise or otherwise incorporate into this Agreement, the Debenture and/or Warrant, as applicable, any and all such MFN Changes in accordance with this Section 7.11. In the event that were issued by the Company (each, intends to effect an “Other Holder”) with respect to any under any other agreement related to the exercise of such warrants or options (“Other Warrant Exercise Agreement”) (or any amendment, modification or waiver thereof) relating to warrants that were issued prior to the date hereof, is or will be more favorable to such Other Holder than those of the Holder and this Amendment unless such terms are concurrently offered to the Holder. If, and whenever on or after the date hereof until six (6) months after the date hereofMFN Change, the Company enters into an Other Warrant Exercise Agreement shall give ten (10) Business Days' prior written notice ("MFN Notice") to the Purchaser specifying in reasonable detail the terms of such MFN Change, and promptly provide such other information and documents as may be reasonably requested by the Purchaser relating to warrants that were sold prior to the date hereof, then such MFN Change (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Amendment shall beincluding, without limitation, any further action by the Holder or the Company, automatically amended proposed agreements and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Other Warrant Exercise Agreement (including the issuance of additional Warrant Shares (as defined therein)), provided that upon written notice amendments to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Amendment shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred be entered into with respect to the HolderJoint Investor Securities Purchase Agreement, the Joint Investor Debentures and/or Joint Investor Warrants). The provisions of this paragraph shall apply similarly and equally to each such Other Warrant Exercise Agreement. Notwithstanding anything herein On or prior to the contraryexpiration of the five (5) Business Day period (the "MFN Review Period") after the Purchaser has received the MFN Notice, the Purchaser shall notify the Company in writing (the "MFN Response") specifying which, if any, of the MFN Changes that they elect to exercise, receive or otherwise incorporate into this Agreement, the Debenture and/or Warrant, as applicable. If the Purchaser fails to send an MFN Response prior to the expiration of the MFN Review Period, the Purchaser shall be deemed to have waived its rights under this Section 3 shall not apply 7.11 solely with respect to the MFN Changes specified in the MFN Notice relating to such MFN Review Period. Each MFN Change that the Purchaser elects to exercise, receive or otherwise incorporate into this Agreement, the Debenture and/or Warrant, as applicable, shall be deemed effective in all respects contemporaneously with the effectiveness of such MFN Change with respect to the Joint Investor Securities Purchase Agreement, Joint Investor Debentures and/or Joint Investor Warrants. The Company shall cooperate with the Purchaser to promptly enter into such agreements, certificates, instruments and other documents that are necessary or reasonably requested by the Purchaser to reflect any employee options existing as and all of the date of MFN Changes that the Purchaser elects to exercise, receive or otherwise incorporate into this AmendmentAgreement, the Debenture and/or the Warrant.

Most Favored Nations. The Company hereby represents and warrants as of the date hereof and covenants and agrees that, from and after the date hereof until six (6) months after through the date hereofthat the Parent Note (as defined in the Finance Agreement) is no longer outstanding (the "MFN Termination Date"), that none of the terms offered to any holder or holders of warrants or options to purchase Common Shares of the Company that were issued by the Company (each, an “Other Holder”) Person with respect to any under warrant to purchase Common Stock issued on the Closing Date, including, without limitation, the warrants to purchase shares of Common Stock issued to HB Sub Fund II LLC (including any other agreement related security subsequently exchanged therefor), including, without limitation with respect to the exercise of such warrants or options (“Other Warrant Exercise Agreement”) (or any consent, release, amendment, modification settlement, or waiver thereof) relating to warrants that were issued prior to the date hereofany exchange of any such security (each a "Settlement Document"), is or will be more favorable to such Other Holder Person (other than any reimbursement of legal fees) than those of the Holder Subscribers and this Amendment unless such terms are concurrently offered to the HolderTransaction Documents. If, and whenever during the period beginning on or after the date hereof until six (6) months after and ending on the date hereofMFN Termination Date, the Company enters into an Other Warrant Exercise Agreement relating to warrants that were sold prior to the date hereofa Settlement Document, then (i) the Company shall provide written notice thereof to the Holder promptly Subscribers immediately following the occurrence thereof and (ii) the terms and conditions of this Amendment Agreement shall be, without any further action by the Holder any Subscriber or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder Subscribers shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Other Warrant Exercise Agreement (including the issuance of additional Warrant Shares (as defined therein))Settlement Document, provided that upon written notice to the Company at any time the Holder any Subscriber may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Amendment Agreement and in the other Transaction Documents shall apply to the Holder such Subscriber as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holdersuch Subscriber. The provisions of this paragraph Section 6.17 shall apply similarly and equally to each such Other Warrant Exercise Agreement. Notwithstanding anything herein Settlement Document entered into on or prior to the contrary, this Section 3 shall not apply with respect to any employee options existing as of the date of this Amendment.MFN Termination Date. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOLLOW]

Most Favored Nations. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof until six (6) months after the date hereof, that none it has not entered into a warrant exchange agreement with any other holder of Warrants of the terms offered to any holder or holders of warrants or options to purchase Common Shares of the Company that were issued by the Company Registered Offering (each, an “Other Holder”) with respect to for any under any other agreement related material amendments, modifications or exchanges to the exercise terms of such warrants Warrants (or options settlement or exchange of such Warrants for other material consideration) (each a “Other Warrant Exercise More Favorable Agreement”) (or any amendment), modification or waiver thereof) relating to warrants that were issued prior to the date hereof, is or will be more favorable to such Other Holder than those of the Holder and pursuant to this Amendment unless such terms are concurrently offered Agreement (it being understood that the pricing formula used to determine the Holdernumber of shares of Common Stock issuable in any More Favorable Agreement may be based on 100% of the then market price (using substantially the same formula hereunder), even if the price goes down (but not including any other consideration that may be granted or other type of security, if used)). If, and whenever on or after the date hereof until six (6) months after the date hereof, If the Company enters into an Other Warrant Exercise a More Favorable Agreement relating to warrants with terms that were sold prior to are materially different from this Agreement (“material” shall be in the date hereofreasonable determination of the Holder), then (i) the Company shall provide written notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Amendment Agreement that shall be, without any further action by the Holder or the Company, automatically and retroactively to the date hereof, amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of the such more favorable material terms and/or conditions (as the case may be) set forth in such Other Warrant Exercise Agreement (including the issuance of additional Warrant Shares (as defined therein))More Favorable Agreement, provided that upon written notice to the Company at any time within five business days of such Company’s written notice, the Holder may elect not to accept the benefit of any such amended or modified material term or condition, in which event the material term or condition contained in this Amendment Agreement shall continue to apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this paragraph shall apply similarly and equally to each More Favorable Agreement shall be effective whether or not the Holder holds Exchange Shares at such Other Warrant Exercise Agreementtime. Notwithstanding anything herein The Company shall not enter into any More Favorable Agreement that would obligate the Company (after taking into consideration this clause b)) to issue to the contraryHolder and the Other Holders, this Section 3 shall not apply with respect to any employee options existing in the aggregate, a number of shares of Common Stock that would exceed 19.9% of the total number of shares of Common Stock issued and outstanding as of the date hereof. The Company will notify the Holder any time it enters into any agreement with any Other Holder relating to the Warrants and, at the request of this Amendmentthe Holder, provide the Holder with such agreement for its review.

Most Favored Nations. The Company hereby represents and warrants as (a) If, within 12 months of the date hereof and covenants and agrees from and after the date hereof until six (6) months after the date hereof, that none of the terms offered to any holder or holders of warrants or options to purchase Common Shares of the Company that were issued by the Company (each, an “Other Holder”) with respect to any under any other agreement related to the exercise of such warrants or options (“Other Warrant Exercise Agreement”) (or any amendment, modification or waiver thereof) relating to warrants that were issued prior to the date hereof, is or will be more favorable to such Other Holder than those of the Holder and this Amendment unless such terms are concurrently offered to the Holder. If, and whenever on or after the date hereof until six (6) months after the date hereofInitial Closing, the Company enters into an Other Warrant Exercise Agreement relating to warrants any other agreement or instrument for Qualified Convertible Securities that were sold prior contains economic or financial terms (howsoever designated) that are more favorable to the date hereof, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions lender or holder of this Amendment shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Other Warrant Exercise Agreement (including the issuance of additional Warrant Shares (as defined therein)), provided that upon written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition security than those contained in this Amendment Agreement or the Note, the Company agrees that such economic or financial terms shall automatically be deemed to apply equally to this Agreement and the Note and agreements of the Company hereunder and under the Note, and shall be deemed to be incorporated into this Agreement and the Note mutatis mutandis, as if each reference therein to the Holder as it was in effect immediately prior other lender or holder were a reference to such amendment or modification the Purchasers, and as if such amendment or modification never occurred with respect each reference therein to the Holderrelevant agreement or instrument for Qualified Convertible Securities were a reference to this Agreement and the Note. The provisions Promptly upon any request by the Purchasers therefor, the Company will execute and deliver such amendments to this Agreement and the Note, make such registrations and do such further acts as the Purchasers may reasonably request to reflect the inclusion of such more favorable economic or financial terms in this paragraph Agreement and the Note. (b) If, within 24 months of the Initial Closing, the Company enters into any other agreement or instrument for Qualified Convertible Securities which is senior in priority to the Notes, that benefits from any guaranty, security or other credit support, or that contains covenants, undertakings or events of default (howsoever designated) that are more favorable to the lender or holder of such security than those contained in this Agreement or the Note, the Company agrees that such priority ranking, guaranty, security, credit support, covenant, undertaking or event of default shall automatically be deemed to apply similarly and equally to this Agreement and the Note and agreements of the Company hereunder and under the Note, and shall be deemed to be incorporated into this Agreement and the Note mutatis mutandis, as if each such Other Warrant Exercise Agreement. Notwithstanding anything herein reference therein to the contraryother lender or holder were a reference to the Purchasers, and as if each reference therein to the relevant agreement or instrument for Qualified Convertible Securities were a reference to this Section 3 shall not apply with respect Agreement and the Note. Promptly upon any request by the Purchasers therefor, the Company will execute and deliver such amendments to any employee options existing this Agreement and the Note, make such registrations and do such further acts as the Purchasers may reasonably request to reflect the inclusion of such more favorable guaranty, security, credit support, covenants, undertakings and events of default in this Agreement and the date of this AmendmentNote.

Most Favored Nations. The Company hereby represents and warrants as of 15.1. If any agreement (the date hereof and covenants and agrees from and after the date hereof until six (6) months after the date hereof, that none of the terms offered to any holder or holders of warrants or options to purchase Common Shares of the Company that were issued by the Company (each, an “Other Holder”) with respect to any under any other agreement related to the exercise of such warrants or options (“Other Warrant Exercise Agreement”) granted by the City to any Other Rental Car Company provides for the lease of premises inside the Terminal and the grant of Concession Rights at the Airport contains any Major Terms (or any amendment, modification or waiver thereofas defined below) relating to warrants that were issued prior to the date hereof, is or will be more favorable to such the Other Holder Car Rental Company than those of the Holder and this Amendment unless such terms are concurrently offered to the Holder. If, and whenever on or after the date hereof until six (6) months after the date hereof, the Company enters into an Other Warrant Exercise Agreement relating to warrants that were sold prior to the date hereof, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Amendment Agreement, Tenant shall bebe entitled to an amendment to this Agreement (the “MFN Amendment”) to include such Major Terms for so long as, without any further action and subject to the same conditions under which, the Major Terms of such Other Agreement shall be enjoyed by such Other Car Rental Company. In order to constitute an Other Agreement under this paragraph 15, the Holder or agreement with the CompanyOther Rental Car Company must provide for both the lease of premises inside the Terminal and the grant of Concession Rights at the Airport; therefore, automatically amended and modified in an economically and legally equivalent manner such that agreement with an Other Rental Car Company merely providing for the Holder shall receive the benefit use of the more Ready/Return Area (and not any area inside the Terminal) and the grant of Concession Rights to the Other Rental Car Company shall not constitute an Other Agreement. Tenant shall not be entitled to the Major Terms of such Other Agreement without accepting any less favorable terms and/or conditions (as the case that may be) set forth be in such Other Warrant Exercise Agreement (including the issuance regardless of additional Warrant Shares (as defined therein)whether such less favorable terms are Major Terms), provided that upon written notice and such favorable Major Terms shall not entitle Tenant to any refund or abatement of any Charges paid or accrued prior to the Company at any time date of the Holder may elect not MFN Amendment. For purposes of this paragraph 15.1, “Major Terms” shall include only the express provisions of paragraphs 2, 4.3, 4.4, 4.7, 5.3, 5.5, 6, 10 and 11 of this Agreement. 15.2. Tenant’s sole remedy for a breach of City’s obligations under this paragraph 15 shall be an action for specific performance of this paragraph; in no event shall Tenant have a right to accept terminate this Agreement or to seek monetary damages. 15.3. If the benefit Other Agreement expires or is terminated (regardless of any such amended the reason for termination or modified term or conditionthe party terminating the Other Agreement), in which event the term or condition contained in this MFN Amendment shall apply to be deemed canceled and the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this paragraph Agreement before the MFN Amendment shall apply similarly and equally to each such Other Warrant Exercise Agreement. Notwithstanding anything herein to the contrary, this Section 3 shall not apply with respect to any employee options existing as of the date of this Amendmentthereafter apply.