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 (i) Unless waived by the event that Placement Agent on behalf of all investors in the Offering, during the period commencing on the date hereof and ending upon the earlier of (A) a date which is three years following the Final Closing Date of the Offering or (B) the date which is one day prior to the effective date of an initial public offering, if the Company consummates a sale sells or issues additional shares of Common Stock for cash consideration (Stock, or securities convertible into Common Stock, with a “Financing”) prior to January 1purchase, 2018 (such applicable period, the “Anti-Dilution Period”), and the exercise or conversion price per share of such Common Stock shares sold in such Financing (the “Per "Share Antidilution Price”") is of less than the Share Issue Price (which shall initially be $0.15 per share (the “Anti-Dilution Price”)(each 3.00, as adjusted for stock splits, stock dividends and the like), with certain exceptions set forth below, the Company shall promptly issue to each investor in the Offering additional shares of Common Stock. (ii) The number of additional shares of Common Stock issuable to each investor shall be determined by multiplying the number of Shares purchased by such investor in the Offering by the result of the following equation: The number of additional shares of Common Stock issuable to each investor shall be such number as equals the excess of "A" over "B", where : A = (Number of Shares Purchased in this Offering* X Share Issue Price*) ------------------------------------------------------------------- Share Antidilution Price and B = The number of Shares acquired by such investor in this Offering* * (giving effect to stock splits, stock dividends, and the like) The number of additional shares issued to each investor will be rounded down to the nearest whole share, and no fractional shares will be issued. (iii) Notwithstanding the foregoing, the following issuances by the Company shall not result in any adjustment of the Share Antidilution Price or any issuance of additional shares to investors in the Offering: (A) shares of Common Stock issued upon conversion of Preferred Stock, (B) up to 4,000,000 shares of Common Stock and/or options, and the Common Stock issued pursuant to such options, (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like, and net of any repurchases of such shares or cancellations or exemptions of such options, warrants or other rights) to employees, officers or directors of, or consultants or advisors to the Corporation or any subsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board ("Employee Options"), the Subscriber who purchased Shares hereunder shall receive such additional number (C) shares 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) capital stock issuable 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 options (vii) in connection with the issuance of shares of Common Stock other than for cash consideration.Employee

Anti-Dilution Protection. In 7.1 If at any time within nine (9) months following the event that Closing Date (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 Company experiences the consummation of such Common Stock shares sold in such Financing (the “Per Share Price”) is less than $0.15 per share (the “an Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and Acquisition Event or the like), the Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal Company enters into definitive documentation with respect to (i) the aggregate Purchase Price paid by the Subscriber, divided by (ii) the price any Business Combination Transaction that Common Stock was sold at in the Financing would (or any subsequent Financing where the Per Share Price is less than the prior could reasonably be expected to) lead to an Anti-Dilution Price)Acquisition Event, minus (iii) Investor shall receive a cash payment of 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 Amount pursuant to reset and equal the lowest Per Share Price for all Financings to date through this Section 7 upon consummation of such Anti-Dilution Event. 7.2 During 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 Company shall not (i) upon enter into definitive documentation with respect to any Business Combination Transaction that would (or could reasonably be expected to) lead to an Anti-Dilution Acquisition Event unless the exercise counterparty to such Business Combination Transaction (the Acquirer) agrees to be bound by the provisions of this Section 7 or (ii) consummate a Business Combination Transaction which would result in an Anti-Dilution Acquisition Event unless the Anti-Dilution Amount is paid to Investor in connection with such Business Combination Transaction. 7.3 Within five (5) Business Days of the execution of the definitive documentation with respect to a Business Combination Transaction which will (or could reasonably be expected to) lead to an Anti-Dilution Acquisition Event, the Company shall provide written notice (the Anti-Dilution Notice) to Investor of such potential Anti-Dilution Acquisition Event, including (i) the Acquisition Price, (ii) the Anti-Dilution Amount, along with a calculation of such Anti-Dilution Amount, (iii) the current market prices of any warrantssecurities which may be offered as consideration for the Company Voting Securities (including ADS) in the Business Combination Transaction, options (iv) the proposed closing date for Business Combination Transaction, and (v) informing Investor that it is entitled to exercise its rights under this Section 7. 7.4 In the event that the Acquisition Price in such Business Combination Transaction is not payable in cash, marketable securities, or convertible securities grantedother consideration to which a cash value can be readily determined, issued the Acquirer and outstanding Investor shall, for a period of fifteen (15) Business Days following delivery of the Anti-Dilution Notice, negotiate a mutually acceptable Anti-Dilution Amount to apply to the Shares. If the Acquirer and Investor cannot agree on an acceptable Anti-Dilution Amount prior to the expiration of such fifteen (15) Business Day-period, the Acquirer and Investor shall each appoint, within ten (10) Business Days after the expiration of such fifteen (15) Business Day-period an independent investment bank of international standing (any banks so appointed, the Investor Expert and Acquirer Expert, respectively, and collectively, the Experts) to determine the Fair Value (as defined below) of the Anti-Dilution Amount. 7.5 For purposes of Section 7.4 above, the Fair Value of the Anti-Dilution Amount shall be the average of the values that the Experts determine, in their respective opinions, to be the appropriate dollar amount of the Anti-Dilution Amount (expressed in Euros); provided, however, if the difference between fair market values determined by the Experts (each such appraisal, a Valuation) is equal to or more than 10% of the higher Valuation, (i) the Experts shall jointly select and engage, within thirty Business Days of the date when the previous Valuations were submitted, a third independent investment bank of international standing (the Third Bank), (ii) such Third Bank shall prepare a Valuation within thirty Business Days of 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 planits engagement, stock option plan or restricted stock plan of the Company now existing or to be implemented in the future; and (iii) upon the issuance Fair Value of the Anti-Dilution Amount shall be the average of the Valuation determined by the Third Bank and the Valuation of the Expert which is closest in value to the Valuation of the Third Bank. 7.6 Within five (5) Business Days of the time of the consummation of an Anti-Dilution Acquisition Event as meant under Section 7.1 through 7.3, the Acquirer (or the Company under the circumstances set forth in Sections 7.7 or 7.8 below) shall make a cash payment of the Anti-Dilution Amount to Investor, which for the avoidance of doubt shall be in addition to any securities amounts Investor may receive as consideration for the Shares pursuant to the Business Combination Transaction resulting in the Anti-Dilution Acquisition Event. 7.7 In the event that a Public Offer results in an Anti-Dilution Acquisition Event, the Company will be responsible for paying the Anti-Dilution Amount to Investor in connection with an acquisition such Anti-Dilution Acquisition Event in accordance with this Clause 7 and will be bound by the Company; same obligations as the Acquirer set forth in this Section 7. 7.8 In the event that a Business Combination Transaction referred to in sub-clause (iviii) upon of the issuance definition of any securities pursuant to a commitment by Change of Control results in an Anti-Dilution Acquisition Event, the Company that has been previously disclosed prior will be responsible for paying the Anti-Dilution Amount to the date hereof; (v) Investor in connection with any public offering liquidation or the Company or any distributions or dividends of securities; the proceeds of such Business Combination Transaction made to the shareholders of the Company on a pro-rata basis and will be bound by the same obligation as the Acquirer set forth in this Section 7. 7.9 The Company will ensure that Investor is allowed to participate in any Business Combination Transaction which would lead to a Anti-Dilution Acquisition Event and sell all of its Shares in such Business Combination Transaction (vior, in the case of an Anti-Dilution Acquisition Event arising by virtue of a transaction described in clause (iii) in connection of the definition of Change of Control, receive dividends or distributions of the net proceeds of such transaction). 7.10 The Company agrees that it will not consummate any Anti-Dilution Acquisition Event if as a result of such Anti-Dilution Acquisition Event (i) the Company and the Acquirer would not be capable of complying with the saleits respective obligations under this Section 7, exercise or conversion of any convertible securities, warrants or options; or (viiii) Investor would not be allowed to participate in connection such Anti-Dilution Event and sell all of its Shares in such Anti-Dilution Acquisition Event. 7.11 Investor may at its discretion by written notice to the Company waive its entitlement under this Section 7 in whole or in part at any time. 7.12 The Company agrees that to the extent that (i) its entry into definitive documentation with respect to, or consummation of, a proposed Business Combination Transaction that would lead to an Anti-Dilution Acquisition Event, (ii) the issuance payment of shares the Anti-Dilution Amount to Investor or (iii) Investor’s participation in a proposed Business Combination Transaction that would lead to an Anti-Dilution Acquisition Event, is (with respect to (i), (ii) or (iii) or any other provisions of Common Stock this Section 7) not possible without violating Rule 4e-10 of the Exchange Act (the Best Price Rule) or any other than for cash considerationrules or regulations under the Exchange Act and the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the Public Takeover Decree (Besluit openbare biedingen) relating to tender offers, the Company shall not pursue or consummate such transaction until Investor’s rights under this Section 7 have expired or unless the terms of such transaction are revised such that the proposed Business Combination Transaction can be consummated in compliance with this Section 7 without violating the Best Price Rule or any such related provisions of the Exchange Act or the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the Public Takeover Decree (Besluit openbare biedingen). The Company agrees that nothing in this Section 7 shall be interpreted as requiring the Company or any counterparty to a Business Combination Transaction to violate or breach the Best Price Rule or any such related provisions of the Exchange Act, the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the Public Takeover Decree (Besluit openbare biedingen).

Anti-Dilution Protection. In (a) The Exercise Price and the event that number of Common Shares issuable to the Holder upon the exercise of the Warrants shall be subject to adjustment from time to time in the events and in the manner provided as follows: (i) If at any time during the Adjustment Period the Company consummates shall: (A) fix a sale record date for the issue of, or issue, Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a share dividend; (B) fix a record date for the distribution to, or make a distribution to, the holders of all or substantially all of the outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares; (C) subdivide the outstanding Common Shares into a greater number of Common Stock for cash consideration Shares; or (D) consolidate the outstanding Common Shares into a smaller number of Common Shares, (any of such events in subsections (A), (B), (C) and (D) above being called a “FinancingCommon Share Reorganization”) ), the Exercise Price shall be adjusted on the earlier of the record date on which holders of Common Shares are determined for the purposes of the Common Share Reorganization and the effective date of the Common Share Reorganization to the amount determined by multiplying the Exercise Price in effect immediately prior to January 1such record date or effective date, 2018 as the case may be, by a fraction: (A) the numerator of which shall be the number of Common Shares outstanding on such record date or effective date, as the case may be, before giving effect to such Common Share Reorganization; and (B) the denominator of which shall be the number of Common Shares which will be outstanding immediately after giving effect to such Common Share Reorganization (including, in the case of a distribution of securities exchangeable for or convertible into Common Shares, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective date, as the case may be). To the extent that any adjustment in the Exercise Price occurs pursuant to this Section 10(a)(i) as a result of the fixing by the Company of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall be readjusted immediately after the expiry of any relevant exchange or conversion right to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiry and shall be further readjusted in such manner upon the expiry of any further such right. (ii) If at any time during the Adjustment Period the Company shall fix a record date for the issue or distribution to the holders of all or substantially all of the outstanding Common Shares of rights, options or warrants pursuant to which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (such applicable period, period being the “Anti-Dilution Rights Period”), and the to subscribe for or purchase Common Shares or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or in the case of securities exchangeable for or convertible into Common Shares, at an exchange or conversion price per share) at the date of issue of such Common Stock shares sold in such Financing (the “Per Share Price”) is securities of less than $0.15 per share the Current Market Price of the Common Shares on such record date (the any of such events being called a “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the likeRights Offering”), the Subscriber who purchased Shares hereunder Exercise Price shall receive be adjusted effective immediately after the record date for 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 Rights Offering to the Subscriber at amount determined by multiplying 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 Exercise Price for all Financings to in effect on such record 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.fraction:

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 Shares”): Where: N = Number of Anti-Dilution Shares to be issued to the like), Exercising Investor WA = ESC = the Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal to (i) in issue plus the aggregate Purchase Price 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 clause 7.1 to the extent that such Anti-Dilution Shares are duplicative of Anti-Dilution Shares issued to such Exercising Investor in connection with a prior Qualifying Issue. 7.2. The Anti-Dilution Shares shall: (a) be paid up by the automatic capitalisation of available reserves of the Company, unless and to the extent that the same shall be impossible or unlawful, in which event the Exercising Investors shall be entitled to subscribe for the Anti-Dilution Shares in cash at par (being the par value approved in advance by Series A Majority Consent) and the entitlement of such Exercising Investors to Anti-Dilution Shares shall be increased by adjustment to the formula set out in clause 7.1 so that the Exercising Investors shall be in no worse position than if they had not so subscribed at par. In the event of any dispute between the Company and any Exercising Investor as to the effect of clause 7.1 or this clause 7.2, the matter shall be referred to the Dispute Resolution Auditor for certification of the number of Anti-Dilution Shares to be issued. The Dispute Resolution Auditor’s certification of the matter shall, in the absence of manifest error, be final and binding on the Company and each of the Shareholders. The costs of the Dispute Resolution Auditor in making such certification shall be borne and paid by the Subscriber, divided by Company and/or the Exercising Investor in accordance with the Cost Allocation Procedure set out in clause 5.9; and (iib) subject to the price that Common Stock was sold at in the Financing payment of any cash payable pursuant to clause 7.2(a) (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Priceif applicable), minus be issued, credited fully paid up in cash and shall rank pari passu in all respects with the existing Series A Shares, within seven (iii7) days of the total aggregate Shares issued expiry of the offer being made by the Company to the Subscriber at Exercising Investor and pursuant to clause 7.2(a). 7.3. In the time event of hisany Bonus Issue or Reorganisation, her the Starting Price of each Series A Share shall also be subject to adjustment on such basis as may be agreed by the Company with the Series A Majority Consent within fourteen (14) days after any Bonus Issue or its entry into this Agreement plus any additional Shares previously issued Reorganisation. If the Company and the Series A Majority do not agree on such adjustment, the determination of such adjustment shall be referred to the Subscriber pursuant Dispute Resolution Auditor. Each of the Company and the Series A Majority shall have the opportunity to submit a written statement in support of their respective positions with respect to the disputed items, to provide supporting materials to the Dispute Resolution Auditor in defense of their respective positions with respect to such disputed items, and to submit a written statement responding to the other party’s position with respect to such disputed items. In any such case, the Dispute Resolution Auditor shall (a) determine such adjustment in accordance with the terms of this Section H. Each time that additional Shares are issued Agreement and on the basis of the materials provided by the parties as contemplated by the immediately preceding sentence, and (b) make available to all Shareholders their report with respect to such determination; and the Subscriber under this Section H, costs of the “Anti-Dilution Price” Dispute Resolution Auditor in making such determination shall be deemed to reset borne 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 paid by the Company; (iv) upon . In the issuance absence 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 salemanifest error, 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 considerationsuch determination shall be conclusive and binding on all concerned.

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 Shares”): Where: N = Number of Anti-Dilution Shares to be issued to the likeExercising Investor (SIPxESC ), + (QISPxNS) WA= (ESC + NS) SIP = Starting Price ESC = the Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal to (i) in issue plus the aggregate Purchase Price 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 clause 8.1 to the extent that such Anti-Dilution Shares are duplicative of Anti-Dilution Shares issued to such Exercising Investor in connection with a prior Qualifying Issue. 8.2. The Anti-Dilution Shares shall: (a) be paid up by the capitalisation of available reserves of the Company, unless and to the extent that the same shall be impossible or unlawful, in which event the Exercising Investors shall be entitled to subscribe for the Anti-Dilution Shares in cash at par (being the par value approved in advance by Series A Majority Consent) and the entitlement of such Exercising Investors to Anti-Dilution Shares shall be increased by adjustment to the formula set out in clause 8.1 so that the Exercising Investors shall be in no worse position than if they had not so subscribed at par. In the event of any dispute between the Company and any Exercising Investor as to the effect of clause 8.1 or this clause 8.2, the matter shall be referred to the Dispute Resolution Auditor for certification of the number of Anti-Dilution Shares to be issued. The Dispute Resolution Auditor’s certification of the matter shall, in the absence of manifest error, be final and binding on the Company and each of the Shareholders. The costs of the Dispute Resolution Auditor in making such certification shall be borne and paid by the Subscriber, divided by Company and/or the Exercising Investor in accordance with the Cost Allocation Procedure set out in clause 6.8; and (iib) subject to the price that Common Stock was sold at in the Financing payment of any cash payable pursuant to clause 8.2(a) (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Priceif applicable), minus be issued, credited fully paid up in cash and shall rank pari passu in all respects with the existing Series A-1 Shares, within seven (iii7) days of the total aggregate Shares issued expiry of the offer being made by the Company to the Subscriber at Exercising Investor and pursuant to clause 8.2(a). 8.3. In the time event of hisany stock dividend, her Bonus Issue, Reorganisation or its entry into this Agreement plus similar event, the Starting Price of each Series A Share shall also be subject to adjustment on such basis as may be agreed by the Company with the Series A Majority Consent within fourteen (14) days after any additional Shares previously issued Bonus Issue or Reorganisation. If the Company and the Series A Majority do not agree on such adjustment, the determination of such adjustment shall be referred to the Subscriber pursuant Dispute Resolution Auditor. Each of the Company and the Series A Majority shall have the opportunity to submit a written statement in support of their respective positions with respect to the disputed items, to provide supporting materials to the Dispute Resolution Auditor in defense of their respective positions with respect to such disputed items, and to submit a written statement responding to the other party’s position with respect to such disputed items. In any such case, the Dispute Resolution Auditor shall (a) determine such adjustment in accordance with the terms of this Section H. Each time that additional Shares are issued Agreement and on the basis of the materials provided by the parties as contemplated by the immediately preceding sentence, and (b) make available to all Shareholders their report with respect to such determination; and the Subscriber under this Section H, costs of the “Anti-Dilution Price” Dispute Resolution Auditor in making such determination shall be deemed to reset borne 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 paid by the Company; (iv) upon . In the issuance absence 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 salemanifest error, 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 considerationsuch determination shall be conclusive and binding on all concerned.

Anti-Dilution Protection. (a) In the event that the Company consummates a sale proposes to issue any Shares or Securities at any time following the date of Common Stock for cash consideration this Agreement (a “Financing”) prior to January 1, 2018 (such applicable period, the “Anti-Dilution PeriodNew Securities”), and each Direct Party shall have the price per right, but not the obligation, to subscribe to such New Securities for its pro-rata portion in the Company’s share capital (calculated by dividing the number of Shares held by such Direct Party immediately prior to the issuance of the New Securities by the number of all outstanding Shares at that date), except for Securities issued (i) pursuant to a stock option plan, within a global limit of one percent (1%) of the share capital of the Company, (ii) upon conversion or exercise of any existing Securities, or (iii) in connection with an IPO. (b) To this effect, no later than thirty (30) Business Days prior to the consummation of such Common Stock shares sold in such Financing transaction (the “Per Share PriceNew Issuance”) is less than $0.15 per share ), the Company shall deliver a written notice (the “Anti-Dilution Price”)(each as adjusted for stock splitsNew Issuance Notice”) to each Direct Party, dividends, recapitalizations and the like), the Subscriber who purchased Shares hereunder which shall receive such additional number of Shares equal to set forth (i) the aggregate Purchase Price paid by date or dates on which such New Issuance is proposed to occur (which shall be no earlier than thirty (30) Business Days from the Subscriberdate the New Issuance Notice is delivered), 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)aggregate number of New Securities proposed to be issued, minus (iii) the total aggregate Shares issued amount and form of the consideration for which the Company proposes to issue such New Securities and (iv) the Subscriber at other terms and conditions of the time New Securities and the New Issuance. (c) Within fifteen (15) Business Days of hisdelivery of the New Issuance Notice, her each Direct Party may elect to purchase some or all of its entry into this Agreement plus pro rata portion of the New Securities by delivering a written notice (a “New Issuance Election Notice”) setting forth the number of New Securities representing some or all of such Direct Party’s pro rata portion that such Direct Party agrees to subscribe for. If any additional Shares previously issued Direct Party fails, within such fifteen (15) Business Day period, to the Subscriber pursuant to the terms of this Section H. Each time that additional Shares are issued to the Subscriber under this Section Hdeliver a New Issuance Election Notice, the “Anti-Dilution Price” it shall be deemed to reset have waived its pre-emptive right to such New Securities and equal the lowest Per Share Price for other Direct Parties shall have the right to purchase some or 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; pro-rata portion of such failing Direct Party within an additional fifteen (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.15)

Anti-Dilution Protection. In (i) Your Award shall be subject to anti-dilution protection which will be triggered in the event that the Company consummates effects an equity or equity-linked financing, whether strategic or otherwise, beginning with and including the Company's next equity or equity-linked financing consummated following June 21, 2010 and continuing during the twenty-four (24) month period after such next financing until the Company has raised an aggregate of twenty-five million dollars ($25,000,000) in net proceeds in one or more such financings (each such financing, a sale "Company Financing"). (ii) Pursuant to the anti-dilution provision described in the previous paragraph, within five (5) business days after the occurrence of any Company Financing, the Company will grant you an additional restricted stock award of Common Stock in an amount determined by (i) multiplying the Corporation's reserved and outstanding Common Stock equivalents after such Company Financing (which for cash consideration clarity shall include all outstanding shares of Common Stock, securities exercisable for or convertible into Common Stock, and shares of Common Stock reserved but unissued under the Plan and any other then effective incentive equity compensation plan of the Corporation) by your "fully diluted equity percentage" of [INDIVIDUAL PERCENTAGE] less (a “Financing”ii) shares of Common Stock in the amount of [INSERT CURRENT RESTRICTED STOCK AMOUNT] less (iii) shares of Common Stock issued under the Award described in Section 1 of this Agreement less (iv) shares of Common Stock previously issued to you as an anti-dilution adjustment in respect of any prior to January 1Company Financing (any such additional issuances calculated by subtracting (ii), 2018 (such applicable periodiii) and (iv) from (i), the “"Anti-Dilution Period”Awards"), and the price per share of such Common Stock shares sold in such Financing . (the “Per Share Price”iii) is less than $0.15 per share (the “Each Anti-Dilution Price”)(each as adjusted for stock splitsAward(s) will vest according to the Vesting Schedule. In addition, dividends, recapitalizations and the like), the Subscriber who purchased Shares hereunder shall your right to 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 PriceAward shall be contingent upon there being sufficient shares available under 2007 Plan or, if there are not, receipt of shareholder approval of the requisite subsequent increase in shares reserved under the Plan. If, after completion of a Company Financing and the satisfaction of any then pending obligation of the Company to issue new awards under the 2007 Plan (other than anti-dilution protection obligations), minus (iii) there are insufficient shares available under 2007 Plan to satisfy your Anti-Dilution Awards and any similar anti-dilution protection obligation to other Company employees, you and such other employees will receive a pro rata portion of available shares in respect of the total aggregate Shares issued Anti-Dilution Award to which you are entitled until the Subscriber at Company receives shareholder approval of a requisite subsequent increase in shares reserved under the time of hisPlan, her or its entry into this Agreement plus any additional Shares previously issued to if ever. Please note that the Subscriber pursuant Company cannot guarantee that such shareholder approval will be received. All Anti-Dilution Awards will be documented by and shall be subject to the terms of this Section H. Each time the 2007 Plan and the Company's standard Restricted Stock Award Agreement 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 entered into between you 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 (1) Notwithstanding anything herein, in the Transaction Documents to the contrary, any equity securities into which the Notes may be converted as described above under Sections 4(a) and 4(b) will be entitled to anti-dilution protection in the event that the Company consummates issues, in a private sale or offering, shares of Common Stock or any securities of the Company that would entitle the purchaser thereof to acquire 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 less than the Conversion Price (the “Per Share New Issuance Price”) is less than $0.15 per share (within 180 days following the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations and the like)date hereof, the Subscriber who purchased Shares hereunder shall receive such Investor will be entitled to additional number shares of Shares Common Stock equal to the quotient of (ia) 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 outstanding principal amount of this Note at the time of his, her or its entry into this Agreement plus any additional Shares previously issued to such issuance divided by (b) the Subscriber pursuant to New Issuance Price. (2) For the terms avoidance of this Section H. Each time that additional Shares are issued to the Subscriber under this Section Hdoubt, the “Antipublic trading price of the Company’s Common Stock on the NASDAQ exchange or the price of any shares of Common Stock purchased or sold, by the Company or otherwise, on a public exchange shall not, in any way, trigger this 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 dilution protection pursuant to this Section H and no anti4(b)(iii). Further, this Section 4(b)(iii) shall not be triggered by shares of Common Stock issued by reason of a dividend, stock split, split-dilution rights hereunder will apply (i) up; shares of Common Stock or options issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; shares of Common Stock actually issued upon the exercise of any options or shares of Common Stock actually issued upon the conversion or exchange of convertible securities or warrants; shares of Common Stock, options or convertible securities grantedissued to banks, issued and outstanding on the date of this Agreement; (ii) upon the grant equipment lessors or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit planother financial institutions, stock option plan or restricted stock plan of the Company now existing or to be implemented in real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the future; (iii) upon the issuance Board of any securities in connection with an acquisition by Directors of the Company; (iv) upon the issuance shares of any Common Stock, options or convertible securities pursuant issued 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) suppliers or third party service providers in connection with the saleprovision of goods or services pursuant to transactions approved by the Board of Directors of the Company; shares of Common Stock, exercise options or conversion convertible securities issued as acquisition consideration pursuant to the acquisition of any another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided that such issuances are approved by the Board of Directors of the Company; shares of Common Stock, options or convertible securities, warrants or options; or (vii) securities issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the issuance Board of shares Directors of Common Stock other than for cash considerationthe Company.

Anti-Dilution Protection. In 7.1 If at any time or from time to time during the event that twelve month period following the Closing Date, the Company consummates a sale issues or sells, or is deemed by the express provisions of this Section 7 to have issued or sold, Additional Shares of Common Stock (as defined below) for cash consideration (a “Financing”) prior to January 1, 2018 price less than the Original Issue Price (such applicable periodlower price, the “Anti-Dilution PeriodNew Price”), then and in each such case the price per share Company shall issue to each Purchaser, as of the opening of business on the date of such issue or sale or deemed issue or sale, for no additional consideration, additional shares of Common Stock and additional Warrants such that the aggregate number of shares sold of Common Stock and Warrants issued to each Purchaser under its Subscription Agreement shall equal that number of shares and Warrants which would have been purchased by such Purchaser at the New Price. 7.2 If the Company at any time or from time to time during the twelve month period following the Closing Date shall issue any Options or Convertible Securities (excluding any Exempted Security) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such Financing (number) issuable upon the “Per Share Price”) is less than $0.15 per share (exercise of such Options or, in the “Anti-Dilution Price”)(each as adjusted for stock splits, dividends, recapitalizations case of Convertible Securities and the like)Options therefor, the Subscriber who purchased conversion or exchange of such Convertible Securities, shall be deemed to be Additional 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 as of the time of hissuch issue or, her in case such a record date shall have been fixed, as of the close of business on such record date. 7.3 If the terms of any Option or its entry into this Agreement plus any additional Shares previously issued to Convertible Security, the Subscriber issuance of which resulted in an adjustment pursuant to the terms of this Section H. Each time that additional Shares 7.1, are issued revised (either automatically pursuant to the Subscriber under this Section H, the “Anti-Dilution Price” shall be deemed provisions contained therein or as a result of an amendment to reset and equal the lowest Per Share Price such terms) to provide 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 either (i1) upon the exercise of any warrants, options increase 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 decrease 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 number of shares of Common Stock other issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then, effective upon such increase or decrease becoming effective, the New Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such New Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. 7.4 If the terms of any Option or Convertible Security (excluding any Exempted Security), the issuance of which did not result in an adjustment pursuant to the terms of Section 7.1 (either because the consideration per share (determined pursuant to Section 7.6 hereof) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Original Issue Price, or because such Option or Convertible Security was issued before the Closing Date), are revised after the Closing Date (either automatically pursuant to the provisions contained therein or as a result of an amendment to such terms) to provide for cash considerationeither (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock subject thereto shall be deemed to have been issued effective upon such increase or decrease becoming effective. If the change in such Option or Convertible Security causes an adjustment pursuant to this provision and such Option or Convertible Security is then further changed as a result of the adjustments made pursuant to this provision, no further adjustment shall be made hereunder as a result of the further automatic change in such Option or Convertible Security. 7.5 For purposes of this Section 7, the consideration received by the Company for the issue of any Additional Shares of Common Stock shall be computed as follows:

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 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.

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”)Protection Period (as defined below) for a per share price that is less than the Subscription Price in effect immediately prior to such sale, 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 (x) the total number of Shares outstanding (exclusive of any treasury shares) immediately prior to such sale multiplied by the Subscription Price on the date of such sale plus (y) the consideration received by the Company upon such sale, and the price per share denominator of which shall be the product of (A) the total number of Shares outstanding (exclusive of treasury shares) immediately after such sale multiplied by (B) the Subscription Price on the date of such Common Stock shares sold in such Financing (sale. Such adjusted Subscription Price shall hereinafter be referred to as the “Per Share Adjusted Subscription Price”) is . For purposes of this Section 9, if the Company issues debt securities or preferred stock, in each case convertible into Shares with a conversion price less than $0.15 per share (the “Anti-Dilution Price”)(each as adjusted for Subscription Price, the number of Shares issuable upon the conversion of such debt securities or preferred stock splits, dividends, recapitalizations shall be deemed to have been issued at such conversion price on the date of issuance of such debt securities or preferred stock and the like)Subscription Price shall be adjusted in accordance with the provisions hereof. 9.2 The Company shall within ten (10) Business Days after the close of such sale, the issue to each Subscriber who purchased Shares hereunder shall receive such additional a number of Shares equal to (ia) the aggregate Purchase Price paid Subscription Proceeds divided 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 Adjusted Subscription Price), minus (iiib) the total aggregate Subscription Proceeds divided by the Subscription Price in effect immediately prior to such sale. For purposes of clarity, in connection with the Adjusted Subscription Price and additional issuances of Shares issued in connection therewith, the Company shall in no event be obligated to issue additional Warrants 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 Subscriber. 9.3 For purposes of this Section H. Each time that additional Shares are issued to the Subscriber under this Section H9, the term “Anti-Dilution PriceProtection Period” shall be deemed to reset and equal the lowest Per Share Price for all Financings to date through the Anti-Dilution Period, immediately means a period of twelve (12) months 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 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. 3.1 The Obligor shall notify the Beneficiary without undue delay about: (a) issuance of preferential subscription rights in granting a dividend and/or liquidation preference over the existing shares in the Obligor; (b) capital increase, distribution or any other issuance by the Obligor of shares or ADS for free or at an equity valuation of less than EUR [***]; (c) distribution by the Obligor of any other securities to the Obligor's shareholders for free or below market value; (d) the issuance by the Obligor of warrants, silent participation rights, profit participation loans or any other profit participation rights other than to the Beneficiary (the "Warrants"); (e) distribution by the Obligor of reserves or premiums in cash or in kind; (f) merger of the Obligor into another company (absorption) or merger with one or more companies forming a new company (fusion) or spin-off of the entire or part of the Obligor's business operations or assets or any other measure under the German Transformation Act (Umwandlungsgesetz, UmwG); (g) repurchase by the Obligor of its own shares or ADS at a price higher than the market price; and (h) redemption of the share capital or ADS by the Obligor; (each a "Dilution Event" and together the "Dilution Events") and shall not take any of the measures listed in (a) and (c) to (h) without prior written consent of the Beneficiary. 3.2 If after the date of this Agreement a Dilution Event set out in clauses 3.1 (a) to 3.1(h) occurs and the Beneficiary at the time of such a Dilution Event has not yet requested the payment of the Performance Participation Interest, then the number of shares or the equivalent number of ADS used to calculate the Performance Participation Interest shall be determined by multiplying the number of shares or the equivalent number of ADS set out in clause 2.8 or the equivalent number of shares in the Obligor as adjusted in accordance with clause 3 by the following respective adjustment ratios: (a) In the event that the Company consummates of 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 Event set out 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 likeclause 3.1(a), the Subscriber who purchased Shares hereunder shall receive such additional number adjustment ratio will be determined as follows: For the calculation of Shares this ratio, the prices of the shares after detachment of the preferential subscription right and of the preferential subscription rights will be equal to the arithmetic mean of the opening prices of ADS or shares in the Obligor quoted on the New York Stock Exchange (or, in the absence of a listing on the New York Stock Exchange, on any other regulated or similar market on which the Obligor's ADS or shares or the preferential subscription rights are listed) on each trading day included in the subscription period. (b) In the event of a Dilution Event set out in clause 3.1(b), the adjustment ratio will be determined as follows: (c) In the event of a Dilution Event set out in clause 3.1(c), the adjustment ratio will be determined as follows: For purposes of the calculation of this ratio: (i) the aggregate Purchase Price paid price of the share ex-free distribution right will be determined on the basis of the volume-weighted average of the prices quoted on the New York Stock Exchange (or, in the absence of a listing on the New York Stock Exchange, on another regulated or similar market on which the ADS or shares of the Obligor ex-free distribution rights are listed) of the ADS or shares ex-free distribution rights during the first three trading days following the date on which the Obligor's ADS or shares are traded ex-free distribution right; and (ii) if the securities distributed are listed or may be listed on the New York Stock Exchange (or, in the absence of a listing on the New York Stock Exchange, on another regulated or similar market), over the 10 trading days period beginning on the date on which the ADS or shares are traded ex-distribution, the value of the security or securities distributed per share will be equal to the volume-weighted average price of such securities on such market during the first three trading days (inclusive) in such period during which the securities are listed. In the absence of a listing for the securities during each of these three trading days, the value of the security or securities distributed per share will be determined by an internationally recognized expert chosen by the SubscriberBeneficiary. (d) In the event of a Dilution Event set out in clause 3.1(d), divided the adjustment ratio will be determined as follows: For purposes of the calculation of this ratio: (i) if the Warrants are listed on a stock exchange, the price of the shares after detachment of the Warrant will be equal to the volume-weighted average of (i) the ADS or share prices quoted on the New York Stock Exchange (or, in the absence of a listing on the New York Stock Exchange, on any other regulated or similar market on which the ADS or shares are listed) on each trading day during the subscription period, and (ii) (a) the sale price of the securities sold in connection with the offering, if they are fungible with the Obligor's existing shares, applying the volume of shares sold in the offer to the sale price, or (b) the Obligor's ADS or share price quoted on the New York Stock Exchange (or, in the absence of a listing on the New York Stock Exchange, on any other regulated or similar market on which the ADS shares and Warrants are both listed) on the date the sale price of the securities sold in the offering is set if such securities are not fungible with the Obligor's existing shares; (ii) if the Warrants are not listed, the price of the shares after detachment of the Warrant will be determined by an internationally recognized independent expert chosen by the Beneficiary; (iii) if the Warrants are listed on a stock exchange, the price of the Warrants will be determined on the basis of the volume-weighted average of (i) the prices of the Warrants quoted on the New York Stock Exchange (or, in the absence of a listing on the New York Stock Exchange, on any other regulated or similar market on which the Warrants are listed) on each trading day during the subscription period, and (ii) the Warrant's implicit value resulting from the sale price that Common Stock was of the shares sold at in the Financing offering - which is the difference (or any subsequent Financing where the Per Share Price is less than the prior Anti-Dilution Priceif positive), minus adjusted for the exercise ratio of the Warrants, between the sale price of securities sold in the offering and the subscription price of the securities - applying to this determined price the volume corresponding to Warrants exercised to allocate the securities sold in the offering; and (iiiiv) if the total aggregate Shares issued to Warrants are not listed, the Subscriber at price of the time Warrants will be determined by an internationally recognized independent expert chosen by the Beneficiary. (e) In the event of hisa Dilution Event set out in clause 3.1(e), her or its entry into this Agreement plus any additional Shares previously issued to the Subscriber pursuant to adjustment ratio will be determined as follows: For purposes of the terms calculation 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 ratio: (i) upon the exercise share price before the distribution will be equal to the daily volume-weighted average price of any warrants, options the Obligor's ADS or convertible securities granted, issued and outstanding shares quoted on the New York Stock Exchange (or, in the absence of a listing on the New York Stock Exchange, on another regulated or similar market on which the ADS or shares are listed) during the three trading days preceding the date of this Agreement; on which the Obligor's ADS or shares are traded ex-distribution; (ii) upon if the grant distribution is carried out in-kind: (A) in the event of a distribution of securities that are already listed on a regulated or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plansimilar market, stock option plan or restricted stock plan the price of the Company now existing distributed securities will be determined as provided above; (B) in the event of a distribution of securities that are not yet listed on a regulated or similar market, the price of the distributed securities will be equal, if they are expected to be implemented listed on a regulated or similar market within 10 trading days following the date on which the ADS or shares of the Obligor are listed ex-distribution, to the volume-weighted average price of the distributed securities quoted on such market for the first three trading days included in this period during which such securities are listed; and (C) in other cases (distributed securities not listed on a regulated or similar market or listed for less than three trading days within the above-mentioned 10 day trading period, or in the future; (iii) upon case of a distribution of assets), the issuance price of any the securities in connection with or assets distributed per share will be determined by an acquisition internationally recognized independent expert chosen by the Company; Beneficiary. (ivf) upon In the issuance event of any securities pursuant to a commitment Dilution Event set out in clause 3.1(f), the Performance Participation Interest will be calculated based on the respective number of shares of the merged or new company or of the beneficiary companies of such spin-off. The number of shares will be determined by multiplying the Company that has been previously disclosed 659,455 shares or the equivalent number of ADS in the Obligor as adjusted in accordance with clause 3 prior to the date hereof; (v) commencement of the relevant transaction by the exchange ratio of the shares 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 Obligor to the issuance of shares of Common Stock other than the acquiring or new company or the beneficiary companies of a spin-off. These companies will be automatically substituted for cash considerationthe Obligor with respect to its obligations towards the Beneficiary. (g) In the event of a Dilution Event set out in clause 3.1(g) or 3.1(h), the adjustment ratio will be determined as follows: For purposes of this calculation: