Common use of Additional Financing Clause in Contracts

Additional Financing. (a) The Company shall not be permitted to incur any additional indebtedness which by its terms require repayment of such indebtedness prior to repayment of the Debentures other than any debt arising out of the refinancing or restructuring of the then outstanding principal balance of any currently outstanding indebtedness of the Company to the Bank of Boston, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and his affiliates ("Founders' Debt") which Founders' Debt as at the date hereof is approximately $15,000,000 and which may be secured by any and all of the existing or hereafter acquired assets of the Company. No such refinancing shall cause the Company to incur any indebtedness in excess of the outstanding principal amount at the time of any refinancing. Purchaser shall (i) execute and deliver a Subordination Agreement, the terms of which shall be reasonably consistent with the terms of subordination contained in the Debentures, and (ii) not unreasonably withhold consent to additional terms of such Subordination Agreement not contained in such Debentures, reasonably required by the holders of the Founders' Debt (except for the holders of the Founder's Debt on the date hereof). (b) Simultaneously with any Borrower Voluntary Conversion (as defined in Debenture #2), the Company will cause a portion of the Founders' Debt equal to the lesser of (a) $7.5 million, and (b) 150% of the balance of Debenture #2 so converted to be contributed to capital of the Company with the issuance of additional Units to the holders of the Founders' Debt. Such Units shall be identical in all respects to the Debenture Purchase Units. The number of Units to be issued upon any conversion of the Founders' Debt shall be determined by dividing the amount of indebtedness converted by the then-applicable Conversion Price (as defined in Debenture #2).

Additional Financing. At any time and from time to time, but in any event no more than twice, the Domestic Borrower may solicit the Lenders and any other lending institutions to provide the Domestic Borrower with additional Commitments, subject to the limitations set forth below, in an aggregate amount for all Lenders and any other lending institutions not to exceed twenty million dollars ($20,000,000). Neither the Administrative Agent nor any Lender shall have any obligation to provide the Domestic Borrower with all or any part of such additional Commitments; provided that by execution of this Credit Agreement, the Administrative Agent and the Lenders shall be deemed to have consented, without the need for further or subsequent consent, (a) The Company shall not be permitted to incur such increase in the Total Commitment which any additional indebtedness which by its terms require repayment of such indebtedness prior other Lender or lending institution may agree to repayment of provide for the Debentures other than any debt arising out of the refinancing or restructuring of the then outstanding principal balance of any currently outstanding indebtedness of the Company to the Bank of Boston, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and his affiliates ("Founders' Debt") which Founders' Debt as at the date hereof is approximately $15,000,000 and Revolving Credit Loans which may be secured by advanced in respect thereof and any and all resulting changes in the Commitment Percentages of the existing or hereafter acquired assets of the Company. No such refinancing shall cause the Company to incur any indebtedness in excess of the outstanding principal amount at the time of any refinancing. Purchaser shall (i) execute and deliver a Subordination Agreement, the terms of which shall be reasonably consistent with the terms of subordination contained in the Debentures, and (ii) not unreasonably withhold consent to additional terms of such Subordination Agreement not contained in such Debentures, reasonably required by the holders of the Founders' Debt (except for the holders of the Founder's Debt on the date hereof). (b) Simultaneously with any Borrower Voluntary Conversion (as defined in Debenture #2), the Company will cause a portion of the Founders' Debt equal to the lesser of (a) $7.5 millionLenders, and (b) 150% any amendments which may be made to the Loan Documents in order to evidence and document such increase in the Total Commitment to the extent that any such amendment (i) does not amend any of the balance provisions specified in § 17.14 as requiring the consent of Debenture #2 so converted all Lenders or any particular Lender affected thereby or the Administrative Agent or Collateral Agent, without any such Lenders or the Administrative Agent or Collateral Agent consenting thereto, (ii) does not modify the relative priority of the Revolving Credit Loans (including any such new Revolving Credit Loans) and Commitments (including any such new Commitments) with respect to payment, guarantees, collateral or other collateral support, and (iii) is consistent with all other requirements of this § 3. Any such increase to the Total Commitment (and the Domestic Loans funded pursuant thereto) shall be otherwise treated (and be subject to the same terms and conditions) as part of the Total Commitment and Revolving Credit Loans hereunder. Notwithstanding anything to the contrary set forth herein, no additional Commitments shall be permitted hereunder and no additional Revolving Credit Loans may be advanced or Letters of Credit issued in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result immediately after giving effect to such additional Commitments and the Domestic Loans to be contributed advanced in respect thereof, assuming that such Revolving Credit Loans were fully advanced on the effective date of such additional commitments, (2) the Borrowers shall have delivered to capital the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of the Company Credit Agreement immediately after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, such compliance to be calculated based on the Borrowers’ Consolidated EBITDAR reported in connection with the issuance preparation of additional Units the Borrowers’ Compliance Certificate most recently delivered to the holders Administrative Agent, (3) (A) if such additional Commitments are solicited in connection with a Permitted Acquisition, the Borrowers shall have demonstrated to the reasonable satisfaction of the Founders' Debt. Such Units Administrative Agent that on a pro forma basis immediately after giving effect to such Permitted Acquisition and such additional Commitments (and assuming that such additional Commitments are fully funded) and the incurrence of any other Indebtedness required or incurred in connection with such Permitted Acquisition, the Consolidated Total Leverage Ratio for the Reference Period then most recently ended would not have exceeded 1.25:1.00 or (B) if such additional Commitments are solicited without a connection to a Permitted Acquisition, the Borrowers shall be identical in all respects have demonstrated to the Debenture Purchase Units. The number of Units to be issued upon any conversion reasonable satisfaction of the Founders' Debt Administrative Agent that on a pro forma basis immediately after giving effect to such additional Commitments (and assuming that such additional Commitments are fully funded), the Consolidated Total Leverage Ratio for the Reference Period then most recently ended would not have exceeded 1.00:1.00, (4) with respect to each lending institution not yet a party hereto providing additional Commitments, such lending institution shall be determined have become a party to this Credit Agreement (and become subject to all the rights and obligations of a Lender hereunder) by dividing executing and delivering to the amount Administrative Agent an original, executed Instrument of indebtedness converted by Accession in the then-applicable Conversion Price form of Exhibit E hereto (as defined in Debenture #2an “Instrument of Accession”), (5) the Borrowers shall have delivered to the Administrative Agent and the Lenders notice that such solicitation has been made and, prior to the effectiveness of such additional Commitment, copies of all documents and instruments related thereto and (6) the Borrowers shall have delivered to the Administrative Agent copies of updated financial projections through the Maturity Date.

Additional Financing. (a) The Company Notwithstanding any other provision of this Agreement, and in order to complete the Project, each Participant shall not be permitted to incur pay its Participant's Share of any additional indebtedness which by its terms require repayment of such indebtedness prior to repayment Design and Construction Costs that exceed the sum total of the Debentures other than any debt arising out of the refinancing or restructuring of the then outstanding principal balance of any currently outstanding indebtedness of the Company to the Bank of Boston, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and his affiliates Grant Funds plus available interest thereon ("Founders' DebtAdditional Costs") which Founders' Debt as at the date hereof is approximately $15,000,000 and which may be secured by any and all of the existing or hereafter acquired assets of the Company. No such refinancing shall cause the Company to incur any indebtedness in excess of the outstanding principal amount at the time of any refinancing. Purchaser shall (i) execute and deliver a Subordination Agreement, the terms of which shall be reasonably consistent with the terms of subordination contained in the Debentures, and (ii) not unreasonably withhold consent to additional terms of such Subordination Agreement not contained in such Debentures, reasonably required by the holders of the Founders' Debt (except for the holders of the Founder's Debt on the date hereof). (b1) Simultaneously with any Borrower Voluntary Conversion The Parties recognize the possibility of completing the Project through collective financing arrangements, including bonds issued by AIDEA or other State agency, as may be provided by separate agreement. (as defined 2) If the Parties agree unanimously, each in Debenture #2)its own discretion, to participate in a collective financing arrangement and to approve the Company will cause a portion of the Founders' Debt equal Bond Resolution adopted to the lesser of (a) $7.5 millionimplement said collective financing arrangement, and (b) 150% of the balance of Debenture #2 so converted then amounts required to be contributed paid during each Project Year by the Participants pursuant to capital said Bond Resolution shall be included in Annual Project Costs. Each Participant shall discharge its obligation, in whole or in part, to pay its Participant's Share of Additional Costs through payment of its Participant's Share of Annual Debt Service and certain other Annual Project Costs in accordance with Section 10 and any applicable Bond Resolution. (3) Each Participant reserves the Company with the issuance right to finance separately its Participant's Share of additional Units to the holders of the Founders' DebtAdditional Costs, or any other payments required by this Agreement. Such Units separate financing shall be identical in all respects not impair any Party's legal rights or obligations under this Agreement. In the event the Parties do not agree to the Debenture Purchase Units. a collective financing arrangement, then each Party shall pay, by any lawful means, its own Participant's Share of Additional Costs and other payments required by this Agreement. (4) The number time and manner of Units to be issued upon any conversion payment of the Founders' Debt such Additional Costs shall be determined by dividing the amount IPG in accordance with its rules. Each Participant shall pay its Participant's Share of indebtedness converted Additional Costs upon receipt of certification in the same manner as is provided in paragraph 8(a)(3) for the disbursement of Grant Funds by the then-applicable Conversion Price Trustee. (as defined in Debenture #2)5) The IPG may take appropriate actions to facilitate collective financing among some or all of the Parties, but the costs of collective financing arrangements undertaken by less than all of the Participants shall not be considered Project Costs or be borne by other Participants.

Additional Financing. At any time, and from time to time, the Borrowers may solicit the Lenders and any other lending institutions to provide the Borrowers with additional commitments to make Revolving Credit Loans under this Credit Agreement in an aggregate amount not to exceed ten million dollars ($10,000,000), subject to the limitations set forth below. Neither the Administrative Agent nor any Lender shall have any obligation to provide the Borrowers with all or any part of such additional Revolving Credit Commitment; provided that by execution of this Credit Agreement, the Administrative Agent and the Lenders shall be deemed to have consented, without the need for further or subsequent consent, (a) The Company shall not be permitted to incur such additional Revolving Credit Commitments which any additional indebtedness which by its terms require repayment of such indebtedness prior other Lender or lending institution may agree to repayment of provide for the Debentures other than any debt arising out of the refinancing or restructuring of the then outstanding principal balance of any currently outstanding indebtedness of the Company to the Bank of Boston, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and his affiliates ("Founders' Debt") which Founders' Debt as at the date hereof is approximately $15,000,000 and Revolving Credit Loans which may be secured by advanced in respect thereof and any and all of the existing or hereafter acquired assets of the Company. No such refinancing shall cause the Company to incur any indebtedness in excess of the outstanding principal amount at the time of any refinancing. Purchaser shall (i) execute and deliver a Subordination Agreement, the terms of which shall be reasonably consistent with the terms of subordination contained resulting changes in the Debentures, and (ii) not unreasonably withhold consent to additional terms of such Subordination Agreement not contained in such Debentures, reasonably required by the holders of the Founders' Debt (except for the holders of the Founder's Debt on the date hereof). (b) Simultaneously with any Borrower Voluntary Conversion (as defined in Debenture #2), the Company will cause a portion of the Founders' Debt equal to the lesser of (a) $7.5 millionRevolving Credit Commitment Percentage, and (b) 150% any amendments which may be made to the Loan Documents in order to evidence and document such Revolving Credit Commitments and Revolving Credit Loans to the extent that any such amendment (i) does not amend any of the balance provisions specified in §17.12(a) as requiring the consent of Debenture #2 so converted each Lender affected thereby, (ii) does not modify the relative priority of the Revolving Credit Loans (including any such new Revolving Credit Loans) and Revolving Credit Commitments (including any such new Revolving Credit Commitments) with respect to the payment, guarantees, collateral or other collateral support, and (iii) is consistent with all other requirements of this §3. Any such additional Revolving Credit Commitments (and the revolving Credit Loans funded pursuant thereto) shall be otherwise treated (and be subject to the same as terms and conditions) as Revolving Credit Commitments and Revolving Credit Loans hereunder. Notwithstanding anything to the contrary set forth herein, no additional Revolving Credit Commitments shall be permitted hereunder and no additional Revolving Credit Loans may be advanced in respect thereof unless (1) no Default or Event of Default shall have occurred and be then continuing or would result immediately after giving effect to such additional Revolving Credit Commitments and the Revolving Credit Loans to be contributed advanced in respect thereof, assuming that such Revolving Credit Loans were fully advanced on the effective date of such additional commitments, (2) the Borrowers shall have delivered to capital the Administrative Agent a Compliance Certificate demonstrating compliance with the terms of the Company Credit Agreement immediately after giving pro forma effect to such loans to be advanced in respect of the additional commitment and the application of the proceeds thereof, such compliance to be calculated based on the Borrowers’ Consolidated EBITDAR reported in connection with the issuance preparation of additional Units the Borrowers’ Compliance Certificate most recently delivered to the holders Administrative Agent, (3) with respect to each lending institution not yet a party hereto providing additional Revolving Credit Commitments, such lending institution shall have become a party to this Credit Agreement (and become subject to all the rights and obligations of the Founders' Debt. Such Units shall be identical in all respects a Lender hereunder) by executing and delivering to the Debenture Purchase Units. The number Administrative Agent an original, executed Instrument of Units Accession in the form of Exhibit G hereto (an “Instrument of Accession”), (4) the Borrowers shall have delivered to be issued upon any conversion the Administrative Agent and the Lenders notice that such solicitation has been made and, prior to the effectiveness of such additional Revolving Credit Commitment, copies of all documents and instruments related thereto and (5) the Founders' Debt Borrowers shall be determined by dividing have delivered to the amount Administrative Agent copies of indebtedness converted by updated financial projections through the then-applicable Conversion Price (as defined in Debenture #2)Maturity Date.

Additional Financing. (a) The Company shall not be permitted to incur any additional indebtedness which by its terms require repayment of such indebtedness prior to repayment of the Debentures other than any debt arising out of the refinancing or restructuring of the then outstanding principal balance of any currently outstanding indebtedness of the Company to the Bank of Boston, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and his affiliates ("Founders' Debt") which Founders' Debt as at From the date hereof is approximately $15,000,000 and which may be secured by any and all of this Agreement until the existing or hereafter acquired assets of the Company. No such refinancing shall cause the Company to incur any indebtedness in excess of the outstanding principal amount at the time of any refinancing. Purchaser shall (i) execute and deliver a Subordination Agreement, the terms of which shall be reasonably consistent with the terms of subordination contained in the Debentures, and (ii) not unreasonably withhold consent to additional terms of such Subordination Agreement not contained in such Debentures, reasonably required by the holders of the Founders' Debt (except for the holders of the Founder's Debt on the date hereof). (b) Simultaneously with any Borrower Voluntary Conversion (as defined in Debenture #2), the Company will cause a portion of the Founders' Debt equal to the lesser earlier of (a) $7.5 million, the second Business Day prior to the Closing Date and (b) 150% the valid termination of the balance of Debenture #2 so converted this Agreement pursuant to be contributed to capital of Section 11.01, the Company and its Representatives shall have the right (in the Company’s sole discretion) to engage in discussions with any Person in an effort to have one or more such Persons enter into agreements (each, an “Additional PIPE Subscription Agreement ” and each investor pursuant to any such agreement, an “Additional PIPE Investor”) with Buyer pursuant to which Buyer will sell shares of Buyer Common Stock to such Additional PIPE Investor on substantially the same terms as, and at the per share price set forth in, the PIPE Subscription Agreements (an “Additional PIPE Investment”, and the aggregate amount of proceeds from the Additional PIPE Investment, the “Additional PIPE Financing Amount”), on terms acceptable to the Company (as determined in the Company’s sole discretion). If requested in writing by the Company, Buyer agrees to negotiate in good faith with the issuance Company to amend this Agreement to implement any changes reasonably necessary to effectuate any Additional PIPE Investment. The Parties acknowledge and agree that (x) in no event shall this Section 9.06 be deemed to require the Company to seek, obtain or implement any Additional PIPE Investment or require Buyer to enter into an Additional PIPE Subscription Agreement with any Additional PIPE Investor unless the terms of additional Units any Additional PIPE Investment and any such Additional PIPE Subscription Agreement are acceptable to the holders Company (in the Company’s sole discretion), and (y) in no event shall the entry into any Additional PIPE Subscription Agreement or the consummation of any Additional PIPE Investment be deemed a condition to any Party’s obligations to consummate the Founders' Debt. Such Units shall be identical Closing in all respects to accordance with the Debenture Purchase Units. The number terms and conditions of Units to be issued upon any conversion of the Founders' Debt shall be determined by dividing the amount of indebtedness converted by the then-applicable Conversion Price (as defined in Debenture #2)this Agreement.

Additional Financing. (a) The Company shall not be permitted to incur any additional indebtedness which by its terms require repayment of such indebtedness prior to repayment At the option of the Debentures other than any debt arising out Investor, the Investor may purchase up to an additional 2,500 Preferred Shares (the "ADDITIONAL PREFERRED SHARES") for a purchase price equal to the aggregate Liquidation Preference (as defined in the Certificate) of the refinancing or restructuring of the then outstanding principal balance of any currently outstanding indebtedness of the Company to the Bank of Boston, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and his affiliates ("Founders' Debt") which Founders' Debt as at the date hereof is approximately $15,000,000 and which may be secured by any and all of the existing or hereafter acquired assets of the Company. No such refinancing shall cause the Company to incur any indebtedness in excess of the outstanding principal amount at the time of any refinancing. Purchaser shall (i) execute and deliver a Subordination Agreement, the terms of which shall be reasonably consistent with the terms of subordination contained in the Debentures, and (ii) not unreasonably withhold consent to additional terms of such Subordination Agreement not contained in such Debentures, reasonably required by the holders of the Founders' Debt (except for the holders of the Founder's Debt on the date hereof)shares purchased. (b) Simultaneously This option may be exercised in whole or in part, from time to time commencing with any Borrower Voluntary the Closing Date until the Mandatory Conversion (as defined in Debenture #2)Date of the Preferred Shares acquired on the Closing Date. Upon delivery of a notice by the Investor exercising its option hereunder, the Company will cause a portion shall be obligated to sell and deliver to the Investor, and the Investor shall be obligated to purchase, the Additional Preferred Shares specified in the option exercise notice. Closing of such purchase and sale ("OPTION CLOSING") shall take place at the office of KKWC within 3 business days of the Founders' Debt equal delivery of the option exercise notice. At the Closing, the Company shall deliver certificates evidencing the Additional Preferred Shares being purchased against the payment of the purchase price therefor. EXHIBIT 10.1 (c) For the avoidance of doubt: (i) The Mandatory Conversion Date of the Additional Preferred Shares shall be four (4) months after the Common Shares into which they are convertible become registered pursuant to the lesser of Registration Rights Agreement. (aii) $7.5 million, and (b) 150% The Fixed Price of the balance of Debenture #2 so converted to be contributed to capital of the Company with the issuance of additional Units to the holders of the Founders' Debt. Such Units shall be identical in all respects to the Debenture Purchase Units. The number of Units to be issued upon any conversion of the Founders' Debt Additional Preferred Shares shall be determined by dividing as if the amount Additional Preferred Shares had been issued on the Closing Date, (i.e., shall be subject to all of indebtedness converted by the then-adjustments to the Fixed Price applicable Conversion Price (as defined in Debenture #2between the Closing Date to the date of issuance of the Additional Preferred Shares). (iii) The Registration Rights Agreement shall apply to the Common Shares underlying the Additional Preferred Shares, MUTATIS MUTANDIS, with the time periods for filing and effectiveness of the registration statement covering such Common Shares running from the date of the Option Closing.

Additional Financing. 11.1 The Current Shareholders undertake vis-a-vis each other to pass a resolution on an authorised capital substantially in the form of Annex 5 in the shareholders' meeting in which the share capital increase pursuant to Clause 2 is resolved . 11.2 The Shareholders agree that the Investors or other investors may invest into the Company on terms and conditions equivalent to those of this Agreement (aincluding but not limited to the payment of an Additional Payment to the Company reflecting the difference between the issuance price and the pre-money valuation of (euro) 17.6 million) up to the amount of 5 million in aggregate, based on a pre-money valuation of the Company of 17.6 million and by receiving newly issued Preferred B during a period of twelve (12) months after signing of this Agreement. The parties to this Agreement confirm that 5 million shall be inclusive of any funds contributed by a conversion of the lenders' repayment claim of the outstanding issued instalments and/or accrued interest thereon pursuant to the Bridge Loan Agreement and Clause 10. The Company is only entitled to use the authorised capital created pursuant to Subclause 11.1 and Annex 4 upon prior approval of the Supervisory Board members nominated by DNAPrint which shall not be permitted withheld unreasonably. A consent with respect to incur any additional indebtedness which by its terms require repayment of such indebtedness prior to repayment the conversion of the Debentures other than any debt arising out lenders' repayment claim of the refinancing or restructuring outstanding issued instalments and/or accrued interest thereon pursuant to the Bridge Loan Agreement and Clause 10 is however not required. The Company and the lenders undertake not to amend the Bridge Loan Agreement without the consent of the then outstanding principal balance Supervisory Board members nominated by DNAPrint, which shall not unreasonably be withheld. 11.3 Each of any currently outstanding indebtedness the Shareholders undertakes individually vis-a-vis every other Shareholder to do everything necessary or appropriate to carry out the measures agreed to in Clause 11. In particular the Current Shareholders undertake to co-operate in passing of the shareholders' resolution as described by exercising their voting rights in the shareholders' meeting of the Company to accordingly and by waiving all their Subscription Rights in connection with the Bank of Boston, ▇▇▇▇▇ ▇. ▇▇▇▇▇ creation and his affiliates ("Founders' Debt") which Founders' Debt as at the date hereof is approximately $15,000,000 and which may be secured by any and all use of the existing authorised capital. The Current Shareholders undertake vis-a-vis each other and the Company not to institute an action to set aside or hereafter acquired assets to nullify the resolution on the authorised capital described in Clause 11.1, and the Current Shareholders hereby waive all rights they have or might have for whatever reason to challenge or to apply for the judicial determination regarding the resolution's nullity, in particular but not exclusively due to or in connection with the exclusion of their Subscription Rights or the issue price of the Companynew shares to be issued by using the authorised capital. No such refinancing shall cause The Shareholders undertake vis-a-vis each other and the Company not to incur institute an action for damages against the Company, its Management Board, its Supervisory Board, any indebtedness in excess members of the outstanding principal amount at the time of any refinancing. Purchaser shall (i) execute and deliver a Subordination Agreement, the terms of which shall be reasonably consistent with the terms of subordination contained in the Debentures, and (ii) not unreasonably withhold consent to additional terms of such Subordination Agreement not contained in such Debentures, reasonably required by the holders of the Founders' Debt (except for the holders of the Founder's Debt these boards or each other based on the date hereof). (b) Simultaneously with any Borrower Voluntary Conversion (as defined in Debenture #2), the Company will cause a portion of the Founders' Debt equal to the lesser of (a) $7.5 million, and (b) 150% of the balance of Debenture #2 so converted to be contributed to capital of the Company with the issuance of additional Units to new shares by using the holders of the Founders' Debt. Such Units shall be identical authorised capital as foreseen in all respects to the Debenture Purchase Units. The number of Units to be issued upon any conversion of the Founders' Debt shall be determined by dividing the amount of indebtedness converted by the then-applicable Conversion Price (as defined in Debenture #2)Clause 11.1.

Additional Financing. Neither the Owner, AMMLP nor GP-AMMLP will incur, create, assume or allow to remain outstanding any Indebtedness, except for: (a) Indebtedness in respect to taxes, assessments and governmental charges or levies as and to the extent permitted to remain unpaid and undischarged by Section 2.5 of this Deed; (b) Unsecured current liabilities (not the result of borrowing) incurred and customarily paid in the ordinary course of business for current purposes and not evidenced by any note or other evidence of Indebtedness; (c) Permitted Equipment Leases, if applicable; (d) The Company Indebtedness described on Exhibit D, which the Grantors hereby represent identifies any and all other existing Indebtedness of Owner, AMMLP and GP-AMMLP and as to which the Owner agrees that from and after the occurrence and during the continuance of an Event of Default or an event as to which the Grantee has given the Owner notice which, with notice or passage of time or both, would become an Event of Default, the Owner shall not, without the prior written consent of the Grantee, make any payments, in cash or other property, of any or all of the obligations under any of such Indebtedness; (e) Indebtedness of AMMLP to another partner of the Owner under a Cure Loan to AMMLP made pursuant to Section 6.4.1 of the partnership agreement of the Owner; (f) The indebtedness secured by this Deed; and (g) Additional Financings (as defined below). The following financings (each an "Additional Financing") may be incurred, provided that (i) prior to entering into any Additional Financing, the Owner delivers an Officers' Certificate to the Grantee certifying that no Event of Default has occurred and is continuing nor has any event occurred which is, or after notice or lapse of time or both would become an Event of Default under this Deed (except same shall not be permitted a condition with respect to incur any additional indebtedness Affiliate Loans and Guaranty Loans) and that such Additional Financinq, as described in such Officers' Certificate, is in compliance with the provisions of this Section 7.6, (ii) the payment of all sums thereunder shall be fully subordinated to payments by the Owner under the Secured Note in accordance with the followinq provisions of this Section 7.6 and Section 7.7 and the Owner agrees that from and after the occurrence and during the continuance of an Event of Default or an event as to which by its terms require repayment the Grantee has given the Owner notice which, with notice or passage of such indebtedness time or both, would become an Event of Default, the Owner shall not, without the prior to repayment written consent of the Debentures Grantee, make any payments, in cash or other than any debt arising out of the refinancing or restructuring of the then outstanding principal balance property, of any currently outstanding indebtedness of the Company to the Bank of Boston, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and his affiliates ("Founders' Debt") which Founders' Debt as at the date hereof is approximately $15,000,000 and which may be secured by any and or all of the existing obligations under the Additional Financings, (iii) when secured in whole or hereafter acquired part by all or a portion of the Mortgaged Premises, such lien shall be fully subject and subordinate to the lien of this Deed and the rights of the Grantee hereunder and the deed to secure debt or comparable security instrument executed in connection therewith shall expressly contain the provisions set forth in Section 7.7 and (iv) no such financings shall provide for participations or contingent payments based on gross revenues, sales, appreciation in value or other items except pursuant to Section 7.6.1 below (each such permitted deed to secure debt herein referred to as a "Subordinate Deed" and the indebtedness secured thereby, items Indebtedness"): 7.6.1 Secured or unsecured loans from Marriott, any person who at all times is a Marriott Controlled Person, any partner in the Owner or any Person controlled, at all times, by Portman and of which Portman owns not less than a 51% equity interest, to the Owner ("Affiliate Loans"), provided (a) such Affiliate Loans contain terms and interest rates not more onerous to the Owner than are commercially reasonable, (b) all payments on such Affiliate Loans are payable solely in compliance with the provisions of Article 27 herein and solely from (i) the amount by which Net Cash Flow of Owner for the semi-annual interest payment period under the Secured Note immediataly preceding the date of such payment exceeds all payments actually made during such period in respect of any secured or unsecured borrowings of Owner (other than Affiliate Loans), (ii) net proceeds from sales or other dispositions of any of the assets of the Company. No Owner permitted under this Deed after the acquisition of any replacements thereof, (iii) net proceeds from casualty insurance or Awards from a Taking which the Owner is entitled to retain under this Deed after any required restoration or repair, (iv) net proceeds of any Additional Financing permitted under Section 7.6.3 herein, (v) the proceeds of capital contributions of the partners in the Owner and (vi) the net proceeds of any Affiliate Loan and (c) the loan documentation entered into, if any, with respect to such refinancing Affiliate Loans shall cause acknowledge such limitation on payments set forth in the Company foregoing clause (b) of this subsection 7.6.1 and shall furthermore provide that from and after the occurrence and during the continuance of an Event of Default or an event which, with notice or the passage or time or both, would become an Event of Default, as to incur which Grantee has given the lender notice (provided the Grantee has notice of such loan), the lender shall not, without the prior written consent of the Grantee, in each instance, ask, demand, seek, take or receive, directly or indirectly from the owner, in cash or other property, by set-off, or in any indebtedness other manner, payment of any or all or the obligations to such lender under the Affiliate Loan; 7.6.2 Unsecured loans from one or more third party Institutional Lenders to the Owner, which loans are fully guaranteed by Marriott and the proceeds of which are used to fund debt service actually paid under the Secured Note and for which debt service Marriott would have otherwise been liable pursuant to the Interest/Princlpal Guaranty ("Guaranty Loans"), provided (a) all payments by the Owner on such loans are payable solely in excess compliance with the provisions of Article 27 herein and solely from (i) the amount by which Net Cash Flow of Owner for the semi-annual interest payment period under the Secured Note immediately preceding the date of such payment exceeds all payments actually made during such period in respect of any secured or unsecured borrowings of Owner (other than Guaranty Loans), (ii) net proceeds from sales or other dispositions of any of the assets of the Owner permitted under this Deed, (iii) net proceeds from casualty insurance or Awards from a Taking to which the Owner is entitled to retain under this Deed after any required restoration or repair, (iv) net proceeds of any Additional Financing permitted under Section 7.6.3 herein, (v) the net proceeds of Affiliate Loans and (vi) the proceeds of capital contributions of the partners in the Owner and (b) the loan documentation entered into with respect to such Guaranty Loans shall acknowledge such limitation on payments set forth in the foregoing clause (a) of this subsection 7.6.2 and shall furthermore provide that from and after the occurrence and during the continuance of an Event of Default or an event which, with notice or the passage of time or both, would become an Event of Default, as to which Grantee has given the lender notice (provided the Grantee has notice of such loan), such lender shall not, without the prior written consent of the Grantee, in each instance, ask, demand, seek, take or receive, directly or indirectly from the Owner, in cash or other property, by set-off, or in any other manner, payment of any or all of the obligations to such lender under the Guaranty Loan (other than from Marriott, as guarantor); 7.6.3 Unsecured loan(s) from one or more third party Institutional Lenders to the Owner in an aggregate principal amount not to exceed $20,000,000, less the outstanding principal amount at from time to time under the loan from Bankers Trust Company to the Owner pursuant to a Loan Agreement and Offering Basis Finance Agreement, both dated as of October 15, 1987, between the Owner and Bankers Trust Company as in effect on the date hereof (the "Bankers Trust Loan"); provided that any such unsecured loan(s) shall provide that from and after the occurrence and during the continuance of an Event of Default or an event which, with notice or the passage of time or both, would become an Event of Default, as to which Grantee has given the lender notice (provided the Grantee has notice of such loan), such lender shall not, without the prior written consent of the Grantee, in each instance, ask, demand, seek, take or receive, directly or indirectly from the Owner, in cash or other property, by set-off, or in any other manner, payment of any refinancing. Purchaser shall or all of the obligations to such lender under the unsecured loan (other than from a guarantor of such loan); and 7.6.4 On or after January 1, 1992, secured or unsecured loan(s) from a third party Institutional Lender to the Owner for the sole purpose of financing the Owner's acquisition of the fee estate in the Land, provided that: (a) the aggregate amount of the loan(s) do not exceed the purchase price of the fee estate in the Land (including transaction costs) and that such net proceeds are applied solely to purchase the fee estate in the Land from the Ground Lessor in accordance with the provisions of Section 12.01 of the Ground Lease as in effect on the date hereof; (b) after giving effect to the loan(s), the Debt Service Coverage Test is satisfied; (c) as of the date of the execution and delivery of the loan documents with respect to the secured loan(s), (i) execute the aggregate sum of the Note Principal Amount of the Secured Note (plus Deferred Interest to such date) and deliver a Subordination Agreementall other Indebtedness of the Owner (excluding Affiliate Loans and Guaranty Loans), including the terms principal amount of which shall proposed secured loan(s), does not exceed an amount equal to ninety percent (90%) of the fair market value of the Mortgaged Premises based upon an appraisal of the Mortgaged Premises prepared by an Appraiser, at the Owner's sole cost and expense, such appraisal to be reasonably consistent with dated not more than six (6) months prior to the terms date of subordination contained in the Debentures, such determination and (ii) the total outstanding balance of the Notes, including principal and Deferred Interest to such date, net of the unfunded outstanding amount of the Principal Guaranty, does not unreasonably withhold consent exceed an amount equal to additional terms seventy-five percent (75%) of the fair market value of the Mortgaged Premises based upon an appraisal of the Mortgage Premises prepared by an Appraiser, at the Owner's sole cost and expense, such appraisal to be dated not more than six (6) months prior to the date of such Subordination Agreement not contained in such Debenturesdetermination. For the purposes hereof, reasonably required by the holders principal amount of the Founders' Debt (except for the holders of the Founder's Debt on the date hereof). (bproposed secured loan(s) Simultaneously with any Borrower Voluntary Conversion (as defined in Debenture #2), the Company will cause a portion of the Founders' Debt equal securing "zero coupon" or other discount indebtedness shall be deemed to be the lesser of (ai) $7.5 millionthe accreted principal amount at maturity of such loan(s), or (ii) the accreted principal amount of such loan(s) at the Stated Maturity (an defined in the Secured Note); and (d) any such unsecured loan(s) shall provide that from and after the occurrence of an Event of Default or an event which, with notice or the passage of time or both, would become an Event of Default, as to which Grantee has given the lender notice (provided the Grantee has knowledge of such loan), such lender shall not, without the prior written consent of the Grantee, in each instance, ask, demand, seek, take or receive, directly or indirectly from the Owner, in cash or other property, by set-off, or in any other manner, payment of any or all of the obligations to such lender under the unsecured loan. Prior to the incurring of any Secured Indebtedness or any unsecured loan(s) permitted under Section 7.6.4, there shall be delivered to the Grantee (x) true and correct copies of the Subordinate Deed, if any, the note evidencing such indebtedness and any other loan documents related thereto and (by) 150% an Officers' Certificate of the balance Owner setting forth in reasonable detail the calculations and other evidence required to demonstrate compliance with this Section 7.6 as confirmed by a certificate of Debenture #2 so converted Independent Accountants, stating that, based on such Officers' Certificate, the requirements of this Section 7.6 have been met. With respect to be contributed to capital the satisfaction of the Debt Service Coverage Test, the Officers' Certificate delivered to the Grantee shall include a certification by the Management Company that the calculation of item (m) in the definition of "Expense Deductions" is in accordance with the issuance of additional Units to Management Company's accounting policies and consistent with other premier convention hotels in the holders of the Founders' Debt. Such Units shall be identical in all respects to the Debenture Purchase Units. The number of Units to be issued upon any conversion of the Founders' Debt shall be determined by dividing the amount of indebtedness converted by the then-applicable Conversion Price (as defined in Debenture #2)Marriott hotel system.

Additional Financing. (a) The Company Borrower shall, and shall not be permitted cause each other Acquiror to, give the Lender a right of first offer and a right of first refusal, as hereinafter set forth, to incur provide any additional indebtedness which by financing that the Borrower or such other Acquiror may require in connection with any Acquisition, including, without limitation, any mortgage, financing. Prior to consummating any Acquisition, the Acquiror shall notify the Lender as to the amount, term and proposed security for any additional financing. Within five (5) Business Days after its terms require repayment receipt of such indebtedness notice, the Lender shall advise the Acquiror as to whether the Lender is interested in providing such financing and the proposed terms thereof. If the Lender elects not to provide such financing, the Acquiror may solicit proposals from other lenders. If the Acquiror receives a financing proposal from another lender which the Acquiror finds acceptable, prior to repayment accepting such proposal, the Acquiror shall notify the Lender and provide the Lender with a copy of such proposal. The Lender shall have two (2) Business Days after the Debentures Lender's receipt of such proposal to determine whether to provide the Acquiror with the financing on the terms set forth in the proposal. If the Lender elects not to provide such financing, then the Acquiror may obtain such financing from the other than any debt arising out of lender on the refinancing or restructuring of terms set forth in the then outstanding principal balance of any currently outstanding indebtedness of the Company proposal delivered to the Bank of Boston, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and his affiliates ("Founders' Debt") which Founders' Debt as at the date hereof is approximately $15,000,000 and which may be secured by any and all of the existing or hereafter acquired assets of the Company. No such refinancing shall cause the Company to incur any indebtedness in excess of the outstanding principal amount at the time of any refinancing. Purchaser shall (i) execute and deliver a Subordination Agreement, the terms of which shall be reasonably consistent with the terms of subordination contained in the Debentures, and (ii) not unreasonably withhold consent to additional terms of such Subordination Agreement not contained in such Debentures, reasonably required by the holders of the Founders' Debt (except for the holders of the Founder's Debt on the date hereof)Lender. (b) Simultaneously with If the Lender elects not to provide any Borrower Voluntary Conversion (as defined in Debenture #2financing which the Acquiror has given it the option to provide pursuant to Section 2.4(a), the Company Lender agrees that the Acquiror will cause a portion of not be required to pledge the Founders' Debt equal equity interests acquired in the Acquisition to the lesser of (a) $7.5 millionLender and that, and (b) 150% of the balance of Debenture #2 so converted to be contributed to capital of the Company with the issuance of additional Units if such interest has already been pledged to the holders of Lender, the Founders' Debt. Such Units Lender will, at the Borrower's expense, terminate the applicable Acquisition Pledge Agreement (other than Sections 6(h), 7(a), 7(b) and 7(h) which shall be identical in all respects to survive) and release its Lien on the Debenture Purchase Units. The number of Units to be issued upon any conversion of the Founders' Debt shall be determined by dividing the amount of indebtedness converted by the then-applicable Conversion Price (as defined in Debenture #2)pledged equity interests.

Additional Financing. The Company shall have the right, but not the obligation, to issue and sell Ordinary Shares to certain of its directors (the “Additional Financing Purchasers”) in an additional financing (the “Additional Financing”); provided that all documentation for the Additional Financing (the “Additional Financing Documentation”) shall be in substantially the form most recently provided to the Purchasers prior to their execution of this Agreement; and provided, further, that: (a) The Company the aggregate amount raised in the Additional Financing shall not exceed $4,000,000; (b) the Additional Financing shall be permitted to incur any additional indebtedness which by its terms require repayment of such indebtedness prior to repayment of the Debentures other than any debt arising out of the refinancing or restructuring of the then outstanding principal balance of any currently outstanding indebtedness of the Company to the Bank of Boston, ▇▇▇▇▇ ▇. ▇▇▇▇▇ and his affiliates ("Founders' Debt") which Founders' Debt as at the date hereof is approximately $15,000,000 same price and which may on the same economic terms as those contemplated hereby; (c) the Additional Financing shall be secured by any and all of funded in two (2) tranches, (A) the existing or hereafter acquired assets of the Company. No such refinancing shall cause the Company to incur any indebtedness in excess of the outstanding principal amount at the time of any refinancing. Purchaser shall (i) execute and deliver a Subordination Agreement, the terms first of which shall be reasonably consistent with the terms of subordination contained in the Debentures, and (ii) not unreasonably withhold consent to additional terms of such Subordination Agreement not contained in such Debentures, reasonably required by the holders of the Founders' Debt (except for the holders of the Founder's Debt on the date hereof). (b) Simultaneously with any Borrower Voluntary Conversion (as defined in Debenture #2), the Company will cause a portion of the Founders' Debt equal to the lesser of (a) $7.5 million, and (b) 15050% of the balance total Additional Financing and (B) the second of Debenture #2 so converted to be contributed to capital which shall CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. -21- equal 50% of the total Additional Financing (the “Additional Financing Second Closing Amount”); and (d) the proceeds received by the Company in the Additional Financing shall be applied in accordance with the issuance of additional Units to the holders Section 4.13(b) above. If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share of the Founders' Debt. Such Units Additional Financing Second Closing Amount (such unfunded amount shall be identical in all respects referred to the Debenture Purchase Units. The number of Units to be issued herein as an “Additional Financing Shortfall Amount”), then upon any conversion consummation of the Founders' Debt Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing shall be determined by dividing have the amount of indebtedness converted by right, but not the then-applicable Conversion Price obligation, to fund any Additional Financing Shortfall Amount (in such proportions as defined such participating Additional Financing Purchasers shall determine in Debenture #2their sole discretion).. ARTICLE 5

Additional Financing. (a) The Company shall not be permitted to incur any additional indebtedness which by its terms require repayment of such indebtedness prior to repayment of After the Debentures other than any debt arising out of the refinancing or restructuring of the then outstanding principal balance of any currently outstanding indebtedness of Closing, the Company agrees that it will use commercially reasonable efforts to the Bank of Boston, ▇▇▇▇▇ ▇. ▇▇▇▇▇ (a) offer and his affiliates sell New Securities and/or ATM Shares for cash consideration and/or ("Founders' Debt"b) which Founders' Debt as at the date hereof is approximately $15,000,000 and which may be secured by any and all of the existing receive cash consideration in connection with a royalty or hereafter acquired assets licensing agreement related to a preclinical or clinical drug candidate of the Company. No such refinancing shall cause the Company to incur any indebtedness , other than TTP 399, that in excess respect of the outstanding principal amount at the time of any refinancing. Purchaser shall (i) execute and deliver a Subordination Agreement, the terms of which shall be reasonably consistent with the terms of subordination contained and/or (ii) results in the Debentures, receipt of gross proceeds to the Company of at least an aggregate of $30.0 million (the “Additional Financing”) prior to the date that is the earlier of (i) eighteen (18) months from the Closing Date and (ii) not unreasonably withhold consent sixty (60) days prior to additional terms of such Subordination Agreement not contained in such Debenturesthe date, reasonably required as projected by the holders of operating budget as most recently approved by the Founders' Debt Board, that the Company will not have sufficient cash to fund its operations as planned under such operating budget (except for the holders of the Founder's Debt on the date hereof“Additional Financing Deadline”). (b) Simultaneously If the Company has not satisfied such Additional Financing obligation by the Additional Financing Deadline, then the Investors will have the right to purchase a number of shares of Common Stock at an aggregate purchase price equal to (a) $30.0 million minus (b) the amount of gross proceeds received by the Company in connection with any Borrower Voluntary Conversion transaction or transactions that constitute an Additional Financing pursuant to Section 7.14(a) (as defined the “Call Right Financing”). The Company will provide written notice to the Investors of the pro rata amount of shares of Common Stock that each Investor is eligible to purchase in Debenture #2)connection with the Call Right Financing at least ten (10) Business Days prior to the Additional Financing Deadline, and each Investor shall notify the Company will cause a within five (5) trading days of receipt of such notice of the amount of shares of Common Stock that such Investor intends to purchase in the Call Right Financing. If any Investor subscribes for less than its Call Right Pro Rata Share of the Call Right Financing pursuant to their rights under this Section 7.14, then any other Investor may subscribe to that portion of such pro rata amount that was not subscribed by the Founders' Debt equal to Investor that purchases less than its Call Right Pro Rata Share. (c) The Company and the lesser Investor(s) shall execute definitive documentation for such purchase in a private placement exempt from the registration requirements of the 1933 Act within one (1) Business Day of such notification by the Investors. The price per share of any shares of Common Stock purchased in such Call Right Financing shall be the lower of (a) $7.5 million, the closing price of the Common Stock (as reflected on ▇▇▇▇▇▇.▇▇▇) on the trading date immediately preceding the signing of the definitive documents for such Call Right Financing and (b) 150% the average closing price of the balance Common Stock (as reflected on ▇▇▇▇▇▇.▇▇▇) for the five (5) trading days immediately preceding the signing of Debenture #2 so converted the definitive documents for such Call Right Financing. (d) Any shares of Common Stock to be contributed purchased by an Investor pursuant to capital this Section 7.14 may be in the form of pre-funded warrants to purchase shares of Common Stock at the Company with the issuance sole discretion of additional Units to the holders of the Founders' Debt. Such Units shall be identical in all respects to the Debenture Purchase Units. The number of Units to be issued upon any conversion of the Founders' Debt shall be determined by dividing the amount of indebtedness converted by the then-applicable Conversion Price (as defined in Debenture #2)such Investor.