Common use of Additional Issuance Clause in Contracts

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the Company.

Additional Issuance. (A) If the Company at any time shall issue any Additional Shares (including, without limitation, shares of Common Stock issued upon the conversion of shares of Series B Preferred Stock) at a price less than the higher of (x) the Market Price per share of Common Stock and (y) the Base Purchase Price in effect immediately prior to the issuance of such Additional Shares (the higher of (x) and (y) being hereinafter referred to as the "Adjustment Price") or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 99 and excluding Equity Securities which are (x) options or convertible securities described in clause (iii) of the definition of Additional Shares or (y) shares of Series B Preferred Stock or (z) shares of Series A Preferred Stock), which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Adjustment Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number in effect immediately prior to such issuance by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Adjustment Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by pursuant to the Board of Directors of the CompanyValuation Procedure.

Additional Issuance. If the Company at any time on or after the date hereof shall issue or be deemed to have issued (x) any Additional Shares that are Common Stock at a price less than the Market Price per share of Common Stock determined immediately prior to such issuance or sale, or (y) any Additional Shares that are any other type of Equity Securities (excluding any such issuance Security, and the price per share of Common Stock for which one share of Common Stock is issuable upon the number exercise, conversion or exchange of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for Additional Shares at an exercise or conversion price such other Equity Security is less than the Market PricePrice per share of Common Stock in effect immediately prior to the time of the issuance of such other Equity Securities, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price for such shares of Common Stock immediately prior to such issuance and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity SecuritiesSecurities (except as a result of a change described in the following provisos); and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are exercisable, convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms or by amendment, waiver or otherwise provide, with the passage of time or otherwise, for any increase decrease in the consideration payable to the Company, or decrease increase in the number of Additional Shares issuable, upon the exercise exercise, conversion or conversion exchange thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon decrease, provided however that if the expiration terms of any warrant, option or convertible security for shares of Common Stock which was outstanding as of the Closing Date are changed in the manner described above, then such other Equity Securities warrant, option or any rights of convertible security and the Common Stock deemed issuable upon exercise, conversion or exchange under any such other Equity Securities, thereof shall be deemed to have been issued as of the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance date of such Equity Securities and such conversion or exercise; provided, further, however, that no change. No readjustment pursuant to the immediately preceding provisosentence, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of and reasonably approved by the CompanyRequisite Holders.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for The Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that Closing Date with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than Note Issuance shall be the Market Price and after the corresponding adjustment date hereof. On such Additional Closing Date, subject to the Warrant Number provided for satisfaction (or waiver) of all of the conditions set forth herein and in Sections 1(b), 1(d), 6(b) and 7(b) of the Securities Purchase Agreement, Infinity shall issue and sell to each of Gaia and Lxxxxxxx, and each of Gaia and Lxxxxxxx severally agrees to purchase from Infinity, (I) Additional Notes in the sentence immediately preceding this proviso is effectedprincipal amount set forth opposite its name on the Additional Schedule of Buyers, along with (II) the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, related Additional 115% Warrants with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Warrant Shares issuableequal to the quotient (rounded to the nearest whole number, upon with 0.5 rounded up) of (A) 28% of the exercise or conversion thereoforiginal principal amount of the Additional Notes purchased thereby at the Additional Closing, divided by (B) the Warrant NumberExercise Price (as defined in the Additional 115% Warrants) on the Additional Closing Date, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (iiIII) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, related Additional 140% Warrants with respect to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Warrant Shares actually issued upon equal to the conversion or exercise thereof and quotient (rounded to the amount nearest whole number, with 0.5 rounded up) of consideration actually received by the Company in connection with (X) 27% of the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the principal amount of the adjustment initially made Additional Notes purchased thereby at the Additional Closing, divided by (Y) the Warrant Exercise Price (as defined in respect the Additional 140% Warrants) on the Additional Closing Date (the “Third Additional Closing”). Infinity hereby acknowledges and agrees that such purchase by each of the issuance Gaia and Lxxxxxxx of such Additional Notes and related Additional Warrants shall satisfy in full any obligations of any of Gaia, Lxxxxxxx, HFTP and AG Offshore under the Securities Purchase Agreement and the other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made Transaction Documents with respect to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanySale Election Notice.

Additional Issuance. If the Company at any time shall issue any Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number of Warrant Shares purchasable hereunder shall have been adjusted pursuant to subsection (a) of this Section 9), which are exercisable or convertible for The Additional Shares at an exercise or conversion price less than the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that Closing Date with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than Note Issuance shall be the Market Price and after the corresponding adjustment date hereof. On such Additional Closing Date, subject to the Warrant Number provided for satisfaction (or waiver) of all of the conditions set forth herein and in Sections 1(b), 1(d), 6(b) and 7(b) of the Securities Purchase Agreement, Infinity shall issue and sell to each Buyer, and each Buyer severally agrees to purchase from Infinity, (I) Additional Notes in the sentence immediately preceding this proviso is effectedprincipal amount set forth opposite such Buyer’s name on the Additional Schedule of Buyers, along with (II) the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, related Additional 115% Warrants with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Warrant Shares issuableequal to the quotient (rounded to the nearest whole number, upon with 0.5 rounded up) of (A) 28% of the exercise or conversion thereoforiginal principal amount of the Additional Notes purchased by such Buyer at the Additional Closing, divided by (B) the Warrant NumberExercise Price (as defined in the Additional 115% Warrants) on the Additional Closing Date, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (iiIII) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, related Additional 140% Warrants with respect to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Warrant Shares actually issued upon equal to the conversion or exercise thereof and quotient (rounded to the amount nearest whole number, with 0.5 rounded up) of consideration actually received by the Company in connection with (X) 27% of the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess of the principal amount of the adjustment initially made Additional Notes purchased by such Buyer at the Additional Closing, divided by (Y) the Warrant Exercise Price (as defined in respect the Additional 140% Warrants) on the Additional Closing Date (the “First Additional Closing”). Infinity hereby acknowledges and agrees that such purchase by each of the issuance Buyers of such other Equity Securities (calculated by adjusting the amount Additional Notes and related Additional Warrants shall satisfy in full any obligations of such readjustment to account for all adjustments made Buyers under the Securities Purchase Agreement and the other Transaction Documents with respect to the Warrant Number (and Exercise Price) after the date of the initial adjustment). Shares of Common Stock owned by or held for the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall be determined in good faith by the Board of Directors of the CompanySale Election Notice.

Additional Issuance. If Prior to the Closing Date, each of the Company at any time and Stonepeak shall issue any be permitted to designate additional Persons (each, an “Additional Shares at a price less than the Market Price or any other Equity Securities (excluding any such issuance for which the number Investor”) to acquire additional shares of Warrant Shares purchasable hereunder shall have been adjusted Preferred Stock and Warrants pursuant to subsection (a) of and on the terms set forth in this Section 9)Agreement; provided, which are exercisable or convertible for Additional Shares at an exercise or conversion price less than the Market Pricehowever, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, that (i) the denominator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at designation by Stonepeak must be reasonably acceptable to the Market Price and Company, (ii) the numerator of exercise price (which shall not be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; provided, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price exercise price of the Series A Warrants and after the corresponding adjustment Series B Warrants, respectively) for the Warrants of such Additional Investor may be adjusted to the Warrant Number provided for take into consideration changes in market conditions and in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Additional Shares issuable, upon the exercise or conversion thereof, the Warrant Number, as adjusted pursuant to this Section 9(b), shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually issued upon the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance of such Equity Securities and such conversion or exercise; provided, further, however, that no readjustment pursuant to the immediately preceding proviso, shall have the effect of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)) by an amount in excess trading price per share of the amount of the adjustment initially made in respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) Common Stock after the date of this Agreement and prior to the initial adjustmentClosing Date, in which case such Warrants shall be issued as a new series of warrants, (iii) such additional shares of Preferred Stock and Warrants shall be in an aggregate number for all Additional Investors of up to 700,000 shares of Preferred Stock (as a result of which the aggregate shares of Preferred Stock being issued under this Agreement, including under the Joinder Agreement, is up to 1,200,000 shares of Preferred Stock) and, per share of Preferred Stock, a corresponding Warrant with respect to a number of Warrant Shares, and (iv) such additional shares of Preferred Stocks and Warrants per Additional Investor shall be at the ratio set forth in the first sentence of Section 2.02(a). Shares Upon the first such designation by Stonepeak in accordance with the provisions of Common Stock owned by or held for this Section 5.07, Stonepeak will form a single purpose entity (the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue “Additional Investor Vehicle”) (or, if Stonepeak deems necessary, two or more securities as single purpose entities) through which each such Additional Investor will acquire and hold its Preferred Stock and Warrants, which Additional Investor Vehicle will (a) enter into a unit joinder agreement with the Company (the “Joinder Agreement”) pursuant to which the Company will issue to such Additional Investor Vehicle the Preferred Stock and one or more Warrants specified above and (b) have tracking features in respect of each such securities Additional Investor and such Additional Investor’s Preferred Stock and Warrants. The Joinder Agreement shall be amended as necessary to include additional shares of Preferred Stock and Warrants as Additional Shares or other Equity Securities Investors are designated in accordance with the provisions of this Section 5.07. Upon execution of the Joinder Agreement in accordance with the provisions of this Section 5.07, the Additional Investor Vehicle shall be deemed to be a “Purchaser” under this Agreement and shall be entitled to all of the privileges and rights and subject to this subsection (b)all of the limitations, covenants and other agreements set forth herein, and, upon execution and amendment of the consideration allocated to each such security Joinder Agreement, Schedule A shall be determined deemed to have been amended to reflect the number of Purchased Shares, Warrant Shares (some or all of which may be in good faith by new series to the Board of Directors of extent the Company.exercise price is adjusted) and associated Funding Obligation for the Additional Investors. Article VI INDEMNIFICATION, COSTS AND EXPENSES

Additional Issuance. If the full payment and discharge of the Company at PIK Loans has not occurred on or prior to September 30, 2013, an additional number of Company Shares (the “Additional Shares”) will be issued on a pro rata basis to the New Shareholders who received Company Shares on the Closing Date (or upon written notice from any time shall issue any such New Shareholder to the Company specifying transferees or assigns of New Shares of such New Shareholder permitted pursuant to the terms of this Agreement, to such permitted transferees or assigns) thereby bringing the total equity held by New Shareholders to 44% of the Outstanding Company Shares (subject to dilution, pro rata with all other outstanding shares, by issuance of the Management Shares); provided that the total amount of the Additional Shares at issued shall be reduced to the extent necessary, in the reasonable opinion of outside tax counsel to the Company, in order to prevent an “ownership change” within the meaning of Section 382(g) of the Code, with respect to Worldwide, prior to the consummation of a price less than sale, merger, amalgamation or IPO Transaction (an “Ownership Change”). To the Market Price or any other Equity Securities (excluding any such issuance for which extent the number full amount of Warrant the Additional Shares purchasable hereunder shall have been adjusted are not issued pursuant to subsection (a) of this Section 9)the preceding sentence, which are exercisable or convertible for the New Shareholders will be issued such Additional Shares at an exercise or conversion price less than that have not yet been issued upon the Market Price, the Warrant Number after such issuance shall be determined by multiplying the Warrant Number by a fraction, earlier of (ix) the denominator first date on which such shares can be issued without causing an Ownership Change or (y) the consummation of which shall be a sale, merger, amalgamation or IPO Transaction; provided that, if the number of shares of Common Stock on a Fully Diluted Basis immediately prior to such issuance plus the number of shares that the aggregate consideration to be received by the Company for the total number of such Additional Shares issued or issuable in connection with the conversion or exercise of such other Equity Securities (including the issue price of any such other Equity Securities) would purchase at the Market Price and (ii) the numerator of which shall be the number of shares of Common Stock on a Fully Diluted Basis immediately after such issuance; providedwould, that with respect to the issuance of Equity Securities that are exercisable or convertible into Additional Shares at an exercise or conversion price less than the Market Price and after the corresponding adjustment to the Warrant Number provided for in the sentence immediately preceding this proviso is effected, the Warrant Number shall not be successively adjusted under this Section 9(b) upon the exercise or conversion reasonable opinion of such Equity Securities; and provided, further, with respect to any adjustment made pursuant to this Section 9(b) upon the issuance of any Equity Securities which are convertible or exchangeable for Additional Shares, (i) notwithstanding the foregoing proviso, if such other Equity Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable outside tax counsel to the Company, or decrease in the number of cause an Ownership Change, then such Additional Shares issuableshall not be issued, upon and provided further that, if all of the exercise Additional Shares have not been issued at the consummation of a sale, merger, amalgamation or conversion thereofIPO Transaction, the Warrant NumberNew Shareholders will receive, as adjusted pursuant to this Section 9(b)at the time of such consummation, shall, upon any such increase or decrease becoming effective, be recomputed in a manner consistent with this Section 9(b) to reflect such increase or decrease and (ii) upon the expiration of any such other Equity Securities or any rights of conversion or exchange under any such other Equity Securities, an amount equal to the extent not previously exercised or converted, the Warrant Number, as adjusted by this Section 9(b) shall, upon fair market value of such expiration, be recomputed in a manner consistent with this Section 9(b), taking into account the number of Additional Shares actually that have not been issued upon at the conversion or exercise thereof and the amount of consideration actually received by the Company in connection with the original issuance time of such Equity Securities and consummation of a sale, merger, amalgamation or IPO Transaction. Until such conversion time as all of the Additional Shares are issued or exercise; providedpayment with respect to such shares that cannot be issued is made, further, however, that no readjustment in each case pursuant to the immediately preceding provisosentence, the Company shall have use its best reasonable efforts to prevent any “owner shift” or “equity structure shift” within the effect meaning of decreasing the Warrant Number (or increasing the Exercise Price in connection with any corresponding adjustment made under Section 9(k)382(g) by an amount in excess of the amount of the adjustment initially made in Code with respect of the issuance of such other Equity Securities (calculated by adjusting the amount of such readjustment to account for all adjustments made to the Warrant Number (and Exercise Price) after Company. In the date of event that the initial adjustment). Shares of Common Stock owned by Majority Shareholder takes any action, directly or held for indirectly, to cause an Ownership Change, the account of the Company or any subsidiary on such date shall not be deemed outstanding for the purpose of any such computation. Such adjustment shall be effective immediately after such issuance. Such adjustment shall be made successively whenever any such event shall occur. If the Company at any time shall issue two or more securities as a unit and one or more of such securities shall be Additional Shares or other Equity Securities subject to this subsection (b), the consideration allocated to each such security shall will be determined in good faith by the Board of Directors of the Companypromptly issued.