Common use of Anti-Dilution Protection Clause in Contracts

Anti-Dilution Protection. In the event that the Company consummates a sale of Common Stock for cash consideration (a “Financing”) prior to January 1, 2018 (such applicable period, the “Anti-Dilution Period”), and the price per share of such Common Stock shares sold in such Financing (the “Per Share Price”) is less than $0.15 per share (the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like), the Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at in the Financing (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Price), minus (iii) the total aggregate Shares issued to the Subscriber at the time of his, her or its entry into this Agreement plus any additional Shares previously issued to the Subscriber pursuant to the terms of this Section H. Each time that additional Shares are issued to the Subscriber under this Section H, the “Anti-Dilution Price” shall be deemed to reset and equal the lowest Per Share Price for all Financings to date through the Anti-Dilution Period, immediately after such applicable issuance of Shares. Notwithstanding the above, no Shares will be issued to the Subscriber pursuant to this Section H and no anti-dilution rights hereunder will apply (i) upon the exercise of any warrants, options or convertible securities granted, issued and outstanding on the date of this Agreement; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company now existing or to be implemented in the future; (iii) upon the issuance of any securities in connection with an acquisition by the Company; (iv) upon the issuance of any securities pursuant to a commitment by the Company that has been previously disclosed prior to the date hereof; (v) in connection with any public offering of securities; (vi) in connection with the sale, exercise or conversion of any convertible securities, warrants or options; or (vii) in connection with the issuance of shares of Common Stock other than for cash consideration.

Anti-Dilution Protection. In If the event that the Company consummates a sale Company, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or issue any Common Stock or common stock equivalents entitling any entity or person to acquire, shares of Common Stock for cash consideration (a “Financing”) prior to January 1, 2018 at an effective price per share less than the then Exercise Price (such applicable periodlower price, the “Anti-Dilution PeriodBase Share Price” and such issuances, collectively, a “Dilutive Issuance”), then the Exercise Price shall be reduced (and only reduced) to equal the price per share of such Common Stock shares sold in such Financing (the “Per Base Share Price”) is less than $0.15 per share (. Notwithstanding the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like)foregoing, the Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at in the Financing (or any subsequent Financing where the Per Base Share Price is less than as of the prior Anti-Dilution Price), minus (iii) the total aggregate Shares issued to the Subscriber at the time of his, her or its entry into this Agreement plus any additional Shares previously issued to the Subscriber pursuant to the terms of this Section H. Each time that additional Shares are issued to the Subscriber under this Section H, the “Anti-Dilution Price” Issuance Date shall be deemed to reset and equal the lowest Per Share Price for all Financings to date through the Anti-Dilution Period, immediately after be six dollars ($6.00) per share. Such adjustment shall be made whenever such applicable issuance of SharesCommon Stock or common stock equivalents are issued. Notwithstanding the aboveforegoing, no Shares will adjustments shall be made, paid or issued under this Section 4(h) in respect of an Exempt Issuance (as defined below). Furthermore, if the adjustment is caused by the issuance of a common stock equivalent and such security expires or terminates without being exercised, converted or exchanged, the Base Share Price shall be readjusted to the Subscriber Exercise Price in effect immediately prior to issuance of such common stock equivalent. The Company shall notify the Holder, in writing, no later than five (5) business days following the issuance of any Common Stock or common stock equivalents subject to this Section 4(h), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section H and no anti-dilution rights hereunder will apply 4(h), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder shall be entitled to receive the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. For purposes of this Agreement, “Exempt Issuance” means the issuance of: (i) shares of Common Stock, restricted stock units or options (and Common Stock issued upon exercise of such options) to employees, officers, consultants, advisors, directors or former directors of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the existing members of the Board of Directors or a majority of the members of a committee of directors established for such purpose; (ii) securities upon the exercise exercise, exchange or conversion of any warrants, options securities issued hereunder and/or other securities exercisable or exchangeable for or convertible securities granted, into shares of Common Stock issued and outstanding on the date Issuance Date, provided that such securities have not been amended since the Issuance Date to increase the number of this Agreement; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company now existing such securities or to be implemented in decrease the futureexercise, exchange or conversion price of such securities; (iii) shares of Common Stock upon any anti-dilution adjustment to Common Stock and common stock equivalents held by current unaffiliated shareholders of the issuance Company as of any securities in connection with an acquisition by the CompanyIssuance Date; (iv) upon the issuance of securities issued to any securities pursuant to a commitment by the Company that has been previously disclosed prior to the date hereofPlacement Agent or other registered broker-dealers as reasonable commissions or fees in connection with any financing transactions; (v) in connection with any public offering securities issued pursuant to a merger, acquisition or similar transaction (provided that (A) the primary purpose of securitiessuch issuance is not to raise capital; (viB) the purchaser or acquirer of such securities in connection with such issuance solely consists of either (x) the saleactual participants in such transactions, exercise (y) the actual owners of such assets or conversion of any convertible securitiessecurities acquired in such merger, warrants acquisition or options; similar transaction, or (viiz) in connection with the issuance shareholders, partners or members of the foregoing persons; and (C) the number or amount (as the case may be) of such shares of Common Stock other than for cash considerationissued to such person by the Company shall not be disproportionate to such person’s actual participation in such merger, acquisition or similar transaction) or a strategic transaction (provided that (AA) any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds; (BB) the primary purpose of such issuance is not to raise capital; (CC) the purchaser or acquirer of such securities in such issuance solely consists of either (ww) the actual participants in such strategic transaction, (xx) the actual owners of such strategic assets or securities acquired in such strategic transaction, (yy) the shareholders, partners or members of the foregoing persons or (zz) persons whose primary business does not consist of investing in securities; and (DD) the number or amount (as the case may be) of such shares of Common Stock issued to such person by the Company shall not be disproportionate to such person’s actual participation in such strategic licensing or development transactions or ownership of such strategic assets or securities to be acquired by the Company, as applicable); and (vi) securities issued upon conversion in full or in part of that certain convertible promissory note dated December 1, 2017, issued by the Company to Educacion Significativa, LLC.

Anti-Dilution Protection. 9.1 In the event that the Company consummates a sale of Common Stock issues Shares for cash consideration (pursuant to a “Financing”) prior to January 1, 2018 (such applicable period, financing primarily for capital raising purposes during the “Anti-Dilution Period”), and the price Protection Period (as defined below) for a per share of such Common Stock shares sold in such Financing (the “Per Share Price”) is less than $0.15 per share (the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like), the Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at in the Financing (or any subsequent Financing where the Per Share Price is less than the Subscription Price in effect immediately prior Anti-Dilution Price)to such sale, minus then, and in each such case, the Subscription Price shall be adjusted, as of the close of business on the date of such sale, to the amount obtained by multiplying such Subscription Price by a fraction, the numerator of which shall be the sum of (iiix) the total aggregate number of Shares issued outstanding (exclusive of any treasury shares) immediately prior to such sale multiplied by the Subscriber at Subscription Price on the time date of hissuch sale plus (y) the consideration received by the Company upon such sale, her or its entry into this Agreement plus any additional and the denominator of which shall be the product of (A) the total number of Shares previously issued outstanding (exclusive of treasury shares) immediately after such sale multiplied by (B) the Subscription Price on the date of such sale. Such adjusted Subscription Price shall hereinafter be referred to as the Subscriber pursuant to the terms “Adjusted Subscription Price”. For purposes of this Section H. Each time that additional 9, if the Company issues debt securities or preferred stock, in each case convertible into Shares are issued to with a conversion price less than the Subscriber under this Section HSubscription Price, the “Anti-Dilution Price” number of Shares issuable upon the conversion of such debt securities or preferred stock shall be deemed to reset and equal the lowest Per Share Price for all Financings to date through the Anti-Dilution Period, immediately after have been issued at such applicable issuance of Shares. Notwithstanding the above, no Shares will be issued to the Subscriber pursuant to this Section H and no anti-dilution rights hereunder will apply (i) upon the exercise of any warrants, options or convertible securities granted, issued and outstanding conversion price on the date of this Agreement; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company now existing or to be implemented in the future; (iii) upon the issuance of any such debt securities or preferred stock and the Subscription Price shall be adjusted in connection with an acquisition by the Company; (iv) upon the issuance of any securities pursuant to a commitment by the Company that has been previously disclosed prior to the date hereof; (v) in connection with any public offering of securities; (vi) in connection accordance with the sale, exercise or conversion of any convertible securities, warrants or options; or (vii) in connection with the issuance of shares of Common Stock other than for cash considerationprovisions hereof.

Anti-Dilution Protection. In 7.1. Other than in the case of an Approved Issuance or Transfer, if New Securities are issued by the Company at a price per New Security which equates to less than the Starting Price of the Series A Shares (a “Qualifying Issue”) (which in the event that the Company consummates a sale of Common Stock New Security is not issued for cash shall be a price certified by the Auditors acting as experts and not as arbitrators as being in their opinion the current cash value of the new consideration (a “Financing”) prior to January 1, 2018 (such applicable period, for the “Anti-Dilution Period”allotment of the New Securities), and then the price per share Company shall issue to each holder of such Common Stock shares sold in such Financing Series A Shares (the “Per Share PriceExercising Investor”) is less than $0.15 per share a number of new Series A Shares determined by applying the following formula (and rounding the product, N, down to the nearest whole share), subject to adjustment as certified in accordance with clause 7.3 (the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like), the Subscriber who purchased Shares hereunder shall receive such additional number Shares”): Where: N = Number of Shares equal to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at in the Financing (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Price), minus (iii) the total aggregate Shares issued to the Subscriber at the time of his, her or its entry into this Agreement plus any additional Shares previously issued to the Subscriber pursuant to the terms of this Section H. Each time that additional Shares are issued to the Subscriber under this Section H, the “Anti-Dilution Price” shall be deemed to reset and equal the lowest Per Share Price for all Financings to date through the Anti-Dilution Period, immediately after such applicable issuance of Shares. Notwithstanding the above, no Shares will be issued to the Subscriber Exercising Investor WA = ESC = the number of Shares in issue plus the aggregate number of shares in respect of which options to subscribe have been granted, or which are subject to convertible securities (including but not limited to warrants) in each case immediately prior to the Qualifying Issue QISP = the lowest per share price of the New Securities issued pursuant to the Qualifying Issue (which in the event that that New Security is not issued for cash shall be the sum certified by the Auditors acting as experts and not arbitrators as being in their opinion the current cash value of the non-cash consideration for the allotment of the New Security) NS = the number of New Securities issued pursuant to the Qualifying Issue Z = the number of Series A Shares held by the Exercising Investor prior to the Qualifying Issue. The parties acknowledge that an Exercising Investor shall not receive any Anti-Dilution Shares pursuant to this Section H and no anticlause 7.1 to the extent that such Anti-dilution rights hereunder will apply (i) upon the exercise Dilution Shares are duplicative of any warrants, options or convertible securities granted, Anti-Dilution Shares issued and outstanding on the date of this Agreement; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company now existing or to be implemented in the future; (iii) upon the issuance of any securities such Exercising Investor in connection with an acquisition by the Company; (iv) upon the issuance of any securities pursuant to a commitment by the Company that has been previously disclosed prior to the date hereof; (v) in connection with any public offering of securities; (vi) in connection with the sale, exercise or conversion of any convertible securities, warrants or options; or (vii) in connection with the issuance of shares of Common Stock other than for cash considerationQualifying Issue.

Anti-Dilution Protection. In the event that At such time as the Company consummates a has raised gross proceeds equal to Fifteen Million Dollars ($15,000,000) from the issuance and sale of Equity Securities (as defined below), the Company shall issue to the Executive, following such issuance and sale of Equity Securities, a number of additional employee stock options (the “Stock Options”) sufficient to maintain the Executive’s ownership percentage (if such options were exercised) at least equal to seven and one-half percent (7.5%) of the outstanding Common Stock for cash consideration (of the Company on a “Financing”) prior fully diluted basis, provided, however, that options or warrants, if any, to January 1, 2018 (such applicable period, the “Anti-Dilution Period”), and purchase Common Stock at a price per share greater than the price per share at which shares are sold in the Company’s IPO shall not be deemed to be included within the meaning of such fully diluted for this purpose. Options which are granted in order to maintain the Executive’s seven and one-half percent (7.5%) of the outstanding Common Stock shares sold in such Financing (of the “Per Share Price”) is less than $0.15 per share (the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like), the Subscriber who purchased Shares hereunder Company on a fully diluted basis shall receive such additional number of Shares equal to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at in the Financing (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Price), minus (iii) the total aggregate Shares issued to the Subscriber vest at the time first anniversary of histhe date of this Agreement, her or its entry into this Agreement plus any additional Shares previously issued to the Subscriber pursuant subject to the terms of this Section H. Each time that additional Shares are issued to Agreement. Once the Subscriber under this Section HCompany has raised Fifteen Million Dollars ($15,000,000) through the sale of its Equity Securities, the Executive thereafter may be diluted pro rata along with all other holders of securities of the Company. As used herein “Anti-Dilution PriceEquity Securities” shall mean shares of Common Stock, preferred stock, options, warrants or other rights to purchase Common Stock or securities or evidences of indebtedness convertible into or exchangeable for shares of Common Stock, provided, however, that options or warrants, if any, to purchase Common Stock at a price per share greater than the price per share at which shares are sold in the Company’s IPO shall not be deemed to reset and equal Equity Securities for this purpose. The Stock Options shall be governed by the lowest Per Share Price for all Financings to date through Company’s Employee Stock Option Plan although, notwithstanding the Anti-Dilution Periodterms of such plan, immediately after such applicable issuance the Stock Options issued in consideration of Shares. Notwithstanding the above, no Shares will be issued to the Subscriber pursuant to this Section H and no anti-dilution rights hereunder will apply (i) upon provision shall vest at the exercise first anniversary of any warrants, options or convertible securities granted, issued and outstanding on the date of this Agreement; , subject to the terms of this Agreement. The Stock Options shall be exercisable for ten (ii10) years and shall have an exercise price equal to the fair market value of the Common Stock upon the date of each applicable grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit planas determined by the Board in good faith. In connection with such grant, the Executive shall enter into the Company’s standard stock option plan or restricted stock plan of agreement which will incorporate the Company now existing or to be implemented foregoing vesting schedule and the Stock Option related provisions contained in the future; (iii) upon the issuance of any securities in connection with an acquisition by the Company; (iv) upon the issuance of any securities pursuant to a commitment by the Company that has been previously disclosed prior to the date hereof; (v) in connection with any public offering of securities; (vi) in connection with the sale, exercise or conversion of any convertible securities, warrants or options; or (vii) in connection with the issuance of shares of Common Stock other than for cash considerationSection 10 below.

Anti-Dilution Protection. In 8.1. Other than in the case of an Approved Issuance, if New Securities are issued by the Company at a price per New Security which equates to less than the Starting Price of the Series A Shares (a “Qualifying Issue”) (which in the event that the Company consummates a sale of Common Stock New Security is not issued for cash shall be a price certified by the Auditors acting as experts and not as arbitrators as being in their opinion the current cash value of the new consideration (a “Financing”) prior to January 1, 2018 (such applicable period, for the “Anti-Dilution Period”allotment of the New Securities), and then the price per share Company shall issue to each holder of such Common Stock shares sold in such Financing Series A Shares (the “Per Share PriceExercising Investor”) is less than $0.15 per share a number of new Series A-1 Shares determined by applying the following formula (and rounding the product, N, down to the nearest whole share), subject to adjustment as certified in accordance with clause 8.3 (the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like), the Subscriber who purchased Shares hereunder shall receive such additional number Shares”): N = (( SIP ) xZ ) -Z WA Where: N = Number of Shares equal to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at in the Financing (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Price), minus (iii) the total aggregate Shares issued to the Subscriber at the time of his, her or its entry into this Agreement plus any additional Shares previously issued to the Subscriber pursuant to the terms of this Section H. Each time that additional Shares are issued to the Subscriber under this Section H, the “Anti-Dilution Price” shall be deemed to reset and equal the lowest Per Share Price for all Financings to date through the Anti-Dilution Period, immediately after such applicable issuance of Shares. Notwithstanding the above, no Shares will be issued to the Subscriber Exercising Investor (SIPxESC )+ (QISPxNS) WA= (ESC + NS) SIP = Starting Price ESC = the number of Shares in issue plus the aggregate number of shares in respect of which options to subscribe have been granted, or which are subject to convertible securities (including but not limited to warrants) in each case immediately prior to the Qualifying Issue QISP = the lowest per share price of the New Securities issued pursuant to the Qualifying Issue (which in the event that that New Security is not issued for cash shall be the sum certified by the Auditors acting as experts and not arbitrators as being in their opinion the current cash value of the non-cash consideration for the allotment of the New Security) NS = the number of New Securities issued pursuant to the Qualifying Issue Z = the number of Series A Shares held by the Exercising Investor prior to the Qualifying Issue. The parties acknowledge that an Exercising Investor shall not receive any Anti-Dilution Shares pursuant to this Section H and no anticlause 8.1 to the extent that such Anti-dilution rights hereunder will apply (i) upon the exercise Dilution Shares are duplicative of any warrants, options or convertible securities granted, Anti-Dilution Shares issued and outstanding on the date of this Agreement; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company now existing or to be implemented in the future; (iii) upon the issuance of any securities such Exercising Investor in connection with an acquisition by the Company; (iv) upon the issuance of any securities pursuant to a commitment by the Company that has been previously disclosed prior to the date hereof; (v) in connection with any public offering of securities; (vi) in connection with the sale, exercise or conversion of any convertible securities, warrants or options; or (vii) in connection with the issuance of shares of Common Stock other than for cash considerationQualifying Issue.

Anti-Dilution Protection. In Until such time as each Share Recipient has sold or otherwise disposed of all of his/its CCGI Shares, in the event that CCGI shall sell or issue any shares of its common stock (which, for the Company consummates a sale purposes hereof, shall be deemed to include (i) the issuance of Common Stock any shares of its common stock directly or indirectly through the exercise of options, warrants, and convertible instruments (except for cash consideration such issuances as are made upon the conversion of Convertible Securities for which anti-dilution protection hereunder has already been provided pursuant to (a ii) below) and (ii) the issuance of any options, warrants, and convertible instruments convertible or exchangeable into shares of common stock (any such instruments, “Financing”) prior to January 1, 2018 (such applicable period, the “Anti-Dilution PeriodConvertible Securities”)) at a price (or in the case of Convertible Securities, and the price per share of such Common Stock shares sold in such Financing (the “Per Share Price”) a conversion price)that is less than $0.15 1.58 per share of common stock of CCGI (the a “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the likeTriggering Event”), within ten (10) days of notice from CCGI of the Subscriber who purchased Shares hereunder Triggering Event, each such Share Recipient shall receive warrants containing a “net exercise” provision to purchase an amount of additional shares of CCGI common stock necessary to preserve such additional number Beam Member’s pre-Triggering Event percentage ownership of Shares equal CCGI. Each such Beam Member’s exercise price shall be the same price or value as was used in the Triggering Event. This provision shall not apply to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at shares of common stock required to be issued in the Financing (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Price), minus (iii) the total aggregate Shares issued to the Subscriber at the time of his, her or its entry into this Agreement plus any additional Shares previously issued to the Subscriber future pursuant to the terms of this Section H. Each time that additional Shares are issued to the Subscriber under this Section Hoptions, the “Anti-Dilution Price” shall be deemed to reset and equal the lowest Per Share Price for all Financings to date through the Anti-Dilution Period, immediately after such applicable issuance of Shares. Notwithstanding the above, no Shares will be issued to the Subscriber pursuant to this Section H and no anti-dilution rights hereunder will apply (i) upon the exercise of any warrants, options or and convertible securities granted, instruments issued and outstanding on the date of this AgreementClosing Date; (ii) upon the grant shares of common stock issued or exercise deemed issued as a dividend or distribution so long as such shares are issued to all holders of any common stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company now existing or to be implemented in the futureCCGI on a pro-rata basis; (iii) upon the issuance shares of any securities common stock issued in connection with lease lines, bank lines, and other commercial bank financings (so long as such transactions are on market terms, on an acquisition by the Company; arms-length basis and with a nationally recognized institutional lender) or (iv) upon the issuance of any securities pursuant to a commitment by the Company that has been previously disclosed prior to the date hereof; (v) in connection with any public offering of securities; (vi) in connection with the saleequitable splits, exercise subdivisions, reverse splits, combinations, reclassifications, exchanges or conversion of any convertible securities, warrants or options; or (vii) in connection with the issuance of shares of Common Stock other than for cash considerationsubstitutions.

Anti-Dilution Protection. In From the event that date hereof until 6 months after the Closing Date, if in connection with a Subsequent Financing, the Company consummates or any subsidiary thereof shall issue any Common Stock or Common Stock Equivalents entitling any person or entity to acquire shares of Common Stock at a price per share less than the Per Share Purchase Price (subject to reverse and forward stock splits and the like) (the "DISCOUNTED PURCHASE PRICE", as further defined below), the Company shall issue to such Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.12. The term "DISCOUNTED PURCHASE PRICE" shall mean the amount actually paid by third parties for a share of Common Stock. The sale of Common Stock for cash consideration (a “Financing”) prior Equivalents shall be deemed to January 1, 2018 (such applicable period, the “Anti-Dilution Period”), and the price per share of such Common Stock shares sold in such Financing (the “Per Share Price”) is less than $0.15 per share (the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like), the Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price that Common Stock was sold at in the Financing (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Price), minus (iii) the total aggregate Shares issued to the Subscriber have occurred at the time of his, her the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or its entry into this Agreement plus any additional Shares previously issued conversion price thereof at the time of the conversion or exercise (in addition to the Subscriber pursuant to consideration per share of Common Stock underlying the terms Common Stock Equivalents received by the Company upon such sale or issuance of this Section H. Each time that additional Shares are issued to the Subscriber under this Section HCommon Stock Equivalents). In the case of any Subsequent Financing involving a "VARIABLE RATE TRANSACTION" or an "MFN TRANSACTION" (each as defined below), the “Anti-Dilution Price” Discounted Purchase Price shall be deemed to reset and equal be the lowest Per Share Price actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for all Financings a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term "VARIABLE RATE TRANSACTION" shall mean a transaction in which the Company issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to date through receive additional shares of Common Stock either (x) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the Anti-Dilution Period, immediately trading prices of or quotations for the shares of Common Stock at any time after such applicable the initial issuance of Sharessuch debt or equity securities, or (y) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. The term "MFN TRANSACTION" shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise to the Company's obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a Purchaser's right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. Notwithstanding the above, no Shares will be issued anything to the Subscriber contrary herein, this Section 4.12 shall not apply to the following (a) the granting of options to employees, officers, directors or key consultants of the Company pursuant to this Section H and no antiany stock option plan duly adopted by a majority of the non-dilution rights hereunder will apply employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (ib) upon the exercise of any warrants, options or convertible securities granted, security issued and outstanding on the date of this Agreement; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan, stock option plan or restricted stock plan of the Company now existing or to be implemented in the future; (iii) upon the issuance of any securities in connection with an acquisition by the Company; (iv) upon the issuance of any securities pursuant to a commitment by the Company that has been previously disclosed prior to the date hereof; (v) in connection with any public offering of securities; (vi) in connection with the saleoffer and sale of the Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants or options; issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (viid) the issuance of Common Stock or Common Stock Equivalents in connection with acquisitions or strategic investments, the primary purpose of which is not to raise capital. Additionally, prior to any issuance hereunder, a Purchaser shall have the right to irrevocably defer such issuances, in whole or in part, for continuous periods of shares of Common Stock other than for cash consideration75 days.