Common use of Most Favored Nation Clause in Contracts

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto (each an “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement 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 Settlement Document, 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 Agreement 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 Section 7 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto to the terms, conditions and transactions contemplated hereby (each an a “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement Agreement, the other Exchange Documents and the Securities (other than any limitations on conversion or exercise set forth therein) 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 Settlement Document, 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 Agreement or the Securities (as the case may be) 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 Section 7 5.3 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect relating to any amendment, modification, waiver or exchange the amendment of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto Warrants (each an “Settlement Amendment Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this AgreementAmendment Agreement (other than the reimbursement of legal fees and the grant of a right of participation to Hxxxxx Bay and Alto (collectively, the “Specified Changes”); provided that the terms of such participation right offered to Hxxxxx Bay and Alto shall be identical in all respects). If, and whenever on or after the date hereof, the Company enters into a Settlement an Amendment Document, then (i) the Company shall provide written notice thereof to the Holder promptly immediately following the occurrence thereof and (ii) the terms and conditions of this Amendment Agreement 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 Settlement Amendment Document, 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 Agreement 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 Section 7 3 shall apply similarly and equally to each Settlement Amendment Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto to the terms, conditions and transactions contemplated hereby (each an a “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement Agreement, the other Exchange Documents and the Securities (other than any limitations on conversion or exercise set forth therein) 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 Settlement Document, 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 Agreement or the Securities (as the case may be) 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 Section 7 8.2 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. (a) The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange other holder of any warrant warrants to purchase Common Stock in the form of the Existing Warrant outstanding as of the date hereof (or other similar instrument), including, without limitation limitation, any Other Holder) (each, an “Other Triggering Holder”) with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto to any Other Warrant or the terms, conditions and transactions contemplated hereby or by any Other Agreement (each an a “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) Other Triggering Holder than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement 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 Settlement Document, 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 Agreement 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 Section 7 13 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto (each an “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement DocumentDocument while any Warrant remains outstanding, then (i) the Company shall provide notice thereof to the applicable Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement shall be, without any further action by the applicable Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the applicable Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any time the such 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 Agreement shall apply to the such 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 such Holder. The provisions of this Section 7 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto to the terms, conditions and transactions contemplated hereby (each an a “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement Agreement, the other Exchange Documents and the Exchanged Securities (other than any limitations on conversion or exercise set forth therein) 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 Settlement Document, 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 Agreement or the Exchanged Securities (as the case may be) 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 Section 7 9.2 shall apply similarly and equally to each Settlement Document. _____________________ 1 Percentage elected at each Holder’s option prior to the Closing.

Most Favored Nation. The Reno and Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock Other Holder (or other similar instrument), including, without limitation any assignee thereof) with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto (each an “Settlement Document”)to the terms, conditions and transactions contemplated hereby, is or will be more favorable to such Person (other than any reimbursement of legal fees) Other Holder than those of the Holder and this AgreementAgreement (each a “Settlement Document”). If, and whenever on or after the date hereof, the Reno and/or Company enters into a Settlement Document, then (i) the Reno and/or Company shall provide notice thereof to the Holder promptly immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement and the applicable Securities (other than any limitations on conversion or exercise set forth therein) shall be, without any further action by the Holder or the CompanyReno, 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 Settlement Document), provided that upon written notice to the Reno and/or 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 Agreement or the applicable Securities (as the case may be) 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 Section 7 16.12 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto (each an “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement 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 Settlement Document, 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 Agreement 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 Section 7 10 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto (each an “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement 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 Settlement Document, 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 Agreement 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 Section 7 9 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendment, modification, waiver exchange or exchange amendment of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto (each an “Settlement Document”), of the same class as the Original Warrant is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Documentdefinitive agreement with respect to such a more favorable offer (a “Superior Agreement”), then (i) the Company shall provide notice thereof to the Holder promptly Investor immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement 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 Settlement DocumentSuperior Agreement, 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 Agreement 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 Section 7 5(f) shall apply similarly and equally to each Settlement DocumentSuperior Agreement. The Holder acknowledges that the terms offered hereby are superior, in the Holder’s opinion, to all other offers actually received by the Holder to date from the Company and that no such other offer constitutes a Superior Offer.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto (each an “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement 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 Settlement Document, 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 Agreement 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 Section 7 14 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Notwithstanding Section 2(k) above, the Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to holder of Company Notes (“Other Holders”) under any Transaction Document (or any amendment, modification, waiver waiver, release or exchange of any warrant side agreements thereof, including but not limited to purchase Common Stock (conversion price, pre-emptive rights or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto redemption rights) (each an “Settlement DocumentAlternate Agreement”), is or will be more favorable to such Person (other than any reimbursement of legal fees) Other Holder than those of the Holder and this AgreementBuyer. If, and whenever on or after the date hereof, the Company enters into a Settlement Documentan Alternative Agreement, then (i) the Company shall provide written notice thereof to the Holder Buyer promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement the Transaction Documents shall be, without any further action by the Holder Buyer or the Company, automatically amended and modified in an economically a reasonably economical and legally equivalent manner such that the Holder Buyer shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement DocumentAlternative Agreement, provided that upon written notice to the Company at any time the Holder Buyer 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 Agreement the applicable Transaction Document shall apply to the Holder Buyer as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the HolderBuyer. The provisions of this Section 7 paragraph shall apply similarly and equally to each Settlement DocumentAlternative Agreement and shall not be waivable hereunder absent the prior written consent of the Buyer.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect relating to the termination of Series H Securities Purchase Agreement and any subsequent amendment thereto (or any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto release thereof) (each an “Settlement a "Termination Document”"), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this AgreementAgreement (other than the reimbursement of legal fees). If, and whenever on or after the date hereof, the Company enters into a Settlement DocumentTermination Document with terms that are materially different from this Agreement, 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 Agreement 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 Settlement Termination Document, 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 Agreement 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 Section 7 paragraph shall apply similarly and equally to each Settlement Termination Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Person person with respect to the issuance of Warrants contemporaneously with the execution of this Agreement, and covenants and agrees from and after the date hereof that none of the terms offered to any person with respect to any amendmentagreement, modificationclarification document, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto to the terms, conditions and transactions contemplated hereby (each an “Settlement Amendment Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) person than those of the Registered Holder and this AgreementAgreement (other than as to legal expenses). If, and whenever on or after the date hereof, the Company enters into a Settlement an Amendment Document, then (i) the Company shall provide notice thereof to the Holder promptly immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement 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 Settlement Amendment Document, 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 Agreement 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 Section 7 shall apply similarly and equally to each Settlement Amendment Document.

Most Favored Nation. The Company NGAS hereby represents and warrants as of the date hereof and covenants and agrees that from and after the date hereof that, except as set forth in the term sheet attached hereto as Exhibit G, none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto to the terms, conditions and transactions contemplated hereby (each an a “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company NGAS enters into a Settlement Document, then (i) the Company NGAS shall provide notice thereof to the Holder promptly immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement Agreement, the other Exchange Documents and the Securities (other than any limitations on conversion or exercise set forth therein) shall be, without any further action by the Holder or the CompanyNGAS, 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 Settlement Document), provided that upon written notice to the Company NGAS 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 Agreement or the Securities (as the case may be) 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 Section 7 7.20 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person other Holder of the Series B Warrants with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto (each an a “Settlement Document”)) relating to the terms, conditions and transactions contemplated hereby, is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement shall be, at the election of the Holder, without any further action by the Holder or the Company, automatically deemed 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 contained in such Settlement Document, provided including, without limitation, any provision in any Settlement Document for the right to receive a number of Ordinary Shares in respect of any exercise of another Series B Warrant (either in respect of an Exercise Notice that upon written notice has been previously delivered, but has not been satisfied prior to the date hereof, or an Exercise Notice that is delivered subsequent to the date hereof) in excess of the Maximum Issuable Number. Notwithstanding the foregoing, the Company agrees, at any time its expense, to take such other actions (such as entering into amendments to the Transaction Documents) as the Holder may elect not reasonably request to accept further effectuate the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Agreement 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 Section 7 shall apply similarly and equally to each Settlement Documentforegoing.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof that none of the terms offered to any person with respect to the issuance of the Units contemporaneously with the execution of this Agreement, and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendmentagreement, modificationclarification document, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto to the terms, conditions and transactions contemplated hereby (each an “Settlement Amendment Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) person than those of the Holder Subscriber and this AgreementAgreement (other than as to legal expenses). If, and whenever on or after the date hereof, the Company enters into a Settlement an Amendment Document, then (i) the Company shall provide notice thereof to the Holder promptly Subscriber immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement shall be, without any further action by the Holder Subscriber or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder Subscriber shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Amendment Document, provided that upon written notice to the Company at any time the Holder 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 Agreement shall apply to the Holder 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 HolderSubscriber. The provisions of this Section 7 shall apply similarly and equally to each Settlement Amendment Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto until such date as the Note shall have been paid in full in accordance therewith (each an “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this AgreementWaiver. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement Waiver 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 Settlement Document, 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 Agreement Waiver 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 Section 7 5 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect (other than the New Investors pursuant to any amendment, modification, waiver the New Investor Exchange Agreements or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation the Insider Investors under the Insider Purchase Agreements) with respect to any consent, release, amendment, settlementsettlement or waiver, or waiver in each case, relating thereto to the terms, conditions and transactions contemplated hereby (each an a “Settlement Superior Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder Investors and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Superior Document, then (i) the Company such applicable party shall provide notice thereof to the Holder promptly each Investor immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement shall be, without any further action by the Holder any Investor or the Companyany other party hereto, automatically amended and modified in an economically and legally equivalent manner such that the Holder each Investor shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Superior Document, provided that upon written notice to the Company each other party hereto at any time the Holder an Investor 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 Agreement shall apply to the Holder such Investor 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 Investor. The provisions of this Section 7 7(l) shall apply similarly and equally to each Settlement Superior Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto to the terms, conditions and transactions contemplated hereby (each an a “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement Agreement, the Transaction Documents and the Securities (other than any limitations on conversion or exercise set forth therein) 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 Settlement Document, 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 Agreement or the Securities (as the case may be) 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 Section 7 4.3 shall apply similarly and equally to each Settlement Document.. [The remainder of the page is intentionally left blank]

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock Other Investor (or other similar instrument), including, without limitation any assignee thereof) with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto (each an “Settlement Document”)to the terms, conditions and transactions contemplated hereby, is or will be more favorable to such Person (other than any reimbursement of legal fees) Other Investor than those of the Holder Investor and this AgreementAmendment (each a “Settlement Document”). If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly Investor immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement Amendment and the applicable Securities (other than any limitations on conversion or exercise set forth therein) shall be, without any further action by the Holder Investor or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder Investor shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document), provided that upon written notice to the Company at any time the Holder Investor 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 Agreement Amendment or the applicable Securities (as the case may be) shall apply to the Holder Investor as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the HolderInvestor. The provisions of this Section 7 2.5 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto (each an “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement 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 Settlement Document, 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 Agreement 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 Section 7 11 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees that that, prior to the consummation of the last to occur of the Initial Exchange, the Cash Sweep and the Final Exchange, none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto (each an “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereofhereof and prior to the consummation of the last to occur of the Initial Exchange, the Cash Sweep and the Final Exchange, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement 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 Settlement Document, 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 Agreement 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 Section 7 14 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, settlement or waiver relating thereto to the terms, conditions and transactions contemplated hereby (each an a “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement Agreement, the other Exchange Documents and the Exchanged Securities (other than any limitations on conversion or exercise set forth therein) 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 Settlement Document, 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 Agreement or the Exchanged Securities (as the case may be) 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 Section 7 9.2 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees that none of the terms offered to any Person with respect to any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto (each an “Settlement Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this Agreement. If, and whenever on or after the date hereofhereof until the first anniversary that all of the obligations arising under the New Note and this Agreement have been repaid (or otherwise satisfied) in full, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement 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 Settlement Document, 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 Agreement 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 Section 7 12 shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person of the Other Purchasers and/or holders of Warrants (together with respect to any amendmentthe Other Purchasers, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation the “Other Holders”) with respect to any consent, release, amendment, settlement, settlement or waiver under the Transaction Documents relating thereto to the Additional Issuances (each an a “Settlement Document”), is or will be more favorable to any such Person (other than any reimbursement of legal fees) Other Holder than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder promptly immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement 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 Settlement Document, 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 more favorable term or conditionand/or condition set forth in such Settlement Document, in which event the term or condition terms and conditions contained in this 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 more favorable term and/or condition never occurred with respect to the Holder. The provisions of this Section 7 5(j) shall apply similarly and equally to each Settlement Document.

Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any Person with respect relating to the waiver of the 2020 Redemption and any subsequent amendment thereto (or any amendment, modification, waiver or exchange of any warrant to purchase Common Stock (or other similar instrument), including, without limitation with respect to any consent, release, amendment, settlement, or waiver relating thereto release thereof) (each an a “Settlement Waiver Document”), is or will be more favorable to such Person (other than any reimbursement of legal fees) than those of the Holder and this AgreementAgreement (other than the reimbursement of legal fees). If, and whenever on or after the date hereof, the Company enters into a Settlement DocumentWaiver Document with terms that are materially different from this Agreement, 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 Agreement 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 Settlement Waiver Document, 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 Agreement 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 Section 7 paragraph shall apply similarly and equally to each Settlement Waiver Document.