Common use of Anti-Dilution Protection Clause in Contracts

Anti-Dilution Protection. (i) Unless waived by the 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 sells or issues additional shares of Common Stock, or securities convertible into Common Stock, with a purchase, exercise or conversion price (the "Share Antidilution Price") of less than the Share Issue Price (which shall initially be $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"), (C) shares of capital stock issuable upon exercise or conversion of options (other than Employee

Anti-Dilution Protection. In the event that the Company consummates a sale of Common Stock for cash consideration (ia “Financing”) Unless waived by the 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 January 1, 2018 (such applicable period, the effective date “Anti-Dilution Period”), and the price per share of an initial public offering, if the Company sells or issues additional such Common Stock shares of Common Stock, or securities convertible into Common Stock, with a purchase, exercise or conversion price sold in such Financing (the "“Per Share Antidilution Price"”) of is less than $0.15 per share (the Share Issue Price (which shall initially be $3.00, “Anti-Dilution Price”)(each as adjusted for stock splits, stock dividends dividends, recapitalizations and the like), with certain exceptions set forth belowthe Subscriber who purchased Shares hereunder shall receive such additional number of Shares equal to (i) the aggregate Purchase Price paid by the Subscriber, the Company shall promptly issue to each investor in the Offering additional shares of Common Stock. divided by (ii) The number 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 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"), (C) shares of capital stock issuable upon exercise or conversion of options (other than Employeefor cash consideration.

Anti-Dilution Protection. 7.1 If at any time within nine (i9) Unless waived by the 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 months following the Final Closing Date (the Anti-Dilution Period) the Company experiences the consummation of an Anti-Dilution Acquisition Event or the Company enters 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, Investor shall receive a cash payment of the Offering or (B) Anti-Dilution Amount pursuant to this Section 7 upon consummation of such Anti-Dilution Event. 7.2 During the date which is one day prior to the effective date of an initial public offering, if the Company sells or issues additional shares of Common Stock, or securities convertible into Common Stock, with a purchase, exercise or conversion price (the "Share Antidilution Price") of less than the Share Issue Price (which shall initially be $3.00, as adjusted for stock splits, stock dividends and the like), with certain exceptions set forth belowAnti-Dilution Period, the Company shall promptly issue not (i) enter into definitive documentation with respect to each investor in any Business Combination Transaction that would (or could reasonably be expected to) lead to an Anti-Dilution Acquisition Event unless the Offering additional shares counterparty to such Business Combination Transaction (the Acquirer) agrees to be bound by the provisions of Common Stock. this Section 7 or (ii) The number of additional shares of Common Stock issuable consummate a Business Combination Transaction which would result in an Anti-Dilution Acquisition Event unless the Anti-Dilution Amount is paid to each investor shall be determined by multiplying the number of Shares purchased by Investor in connection with such investor in the Offering by the result Business Combination Transaction. 7.3 Within five (5) Business Days of the following equation: The number execution of additional shares 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 Common Stock issuable to each investor shall be such number as equals potential Anti-Dilution Acquisition Event, including (i) the excess Acquisition Price, (ii) the Anti-Dilution Amount, along with a calculation of "A" over "B"such Anti-Dilution Amount, 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 foregoingcurrent market prices of any securities which may be offered as consideration for the Company Voting Securities (including ADS) in the Business Combination Transaction, (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 other consideration to which a cash value can be readily determined, the Acquirer and Investor shall, for a period of fifteen (15) Business Days following issuances 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 its engagement, and (iii) the 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 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 such Anti-Dilution Acquisition Event in accordance with this Clause 7 and will be bound by the 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 (iii) of the definition of Change of Control results in an Anti-Dilution Acquisition Event, the Company will be responsible for paying the Anti-Dilution Amount to Investor in connection with any liquidation or the Company or any distributions or dividends of 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 (or, in the case of an Anti-Dilution Acquisition Event arising by virtue of a transaction described in clause (iii) 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 its respective obligations under this Section 7, or (ii) Investor would not be allowed to participate in 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 payment of 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 this Section 7) not possible without violating Rule 4e-10 of the Exchange Act (the Best Price Rule) or any other rules 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 result 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 adjustment such related provisions of the Share Antidilution Price 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 issuance counterparty to a Business Combination Transaction to violate or breach the Best Price Rule or any such related provisions of additional shares to investors in the Offering: Exchange Act, the Dutch Financial Supervision Act (AWet op het financieel toezicht) 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, Public Takeover Decree (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"Besluit openbare biedingen), (C) shares of capital stock issuable upon exercise or conversion of options (other than Employee.

Anti-Dilution Protection. (i) Unless waived by the Placement Agent on behalf of all investors Your Award shall be subject to anti-dilution protection which will be triggered in the Offeringevent that the Company 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 commencing on after such next financing until the date hereof and ending upon the earlier Company has raised an aggregate of twenty-five million dollars (A$25,000,000) in net proceeds in one or more such financings (each such financing, a date which is three years following the Final Closing Date of the Offering or "Company Financing"). (Bii) the date which is one day prior Pursuant to the effective date anti-dilution provision described in the previous paragraph, within five (5) business days after the occurrence of an initial public offeringany Company Financing, if the Company sells or issues 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 clarity shall include all outstanding shares of Common Stock, securities exercisable for or securities convertible into Common Stock, with a purchase, exercise or conversion price (the "Share Antidilution Price") of less than the Share Issue Price (which shall initially be $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 reserved but unissued under the number of Shares purchased by such investor in the Offering by the result Plan and any other then effective incentive equity compensation plan of the following equation: The number Corporation) by your "fully diluted equity percentage" of additional [INDIVIDUAL PERCENTAGE] less (ii) shares of Common Stock issuable to each investor shall be such number as equals in the excess amount 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. [INSERT CURRENT RESTRICTED STOCK AMOUNT] less (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 under the Award described in Section 1 of Preferred Stock, this Agreement less (Biv) up to 4,000,000 shares of Common Stock and/or options, and the Common Stock previously issued pursuant to such options, (you as adjusted for any stock dividends, combinations, splits, recapitalizations and the like, and net an anti-dilution adjustment in respect of any repurchases of prior Company Financing (any 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 additional issuances calculated by the Board subtracting ("Employee Options"ii), (Ciii) and (iv) from (i), the "Anti-Dilution Awards"). (iii) Each Anti-Dilution Award(s) will vest according to the Vesting Schedule. In addition, your right to receive any Anti-Dilution Award shall be contingent upon there being sufficient shares available under 2007 Plan or, if there are not, receipt of capital stock issuable upon exercise or conversion shareholder approval of options 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 Employeeanti-dilution protection obligations), 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 Anti-Dilution Award to which you are entitled until the Company receives shareholder approval of a requisite subsequent increase in shares reserved under the Plan, if ever. Please note that the 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 the 2007 Plan and the Company's standard Restricted Stock Award Agreement that will be entered into between you and the Company.

Anti-Dilution Protection. (i) Unless waived by 9.1 In the Placement Agent on behalf of all investors in event the Offering, Company issues Shares for cash consideration pursuant to a financing primarily for capital raising purposes during the period commencing Anti-Dilution 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 hereof 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 ending upon the earlier denominator of which shall be the product of (A) a date which is three years following the Final Closing Date total number of the Offering or Shares outstanding (exclusive of treasury shares) immediately after such sale multiplied by (B) the date which is one day prior to Subscription Price on the effective date of an initial public offeringsuch sale. Such adjusted Subscription Price shall hereinafter be referred to as the “Adjusted Subscription Price”. For purposes of this Section 9, if the Company sells issues debt securities or issues additional shares of Common Stockpreferred stock, or securities in each case convertible into Common Stock, Shares with a purchase, exercise or conversion price (the "Share Antidilution Price") of less than the Share Issue Price (which Subscription Price, the number of Shares issuable upon the conversion of such debt securities or preferred stock shall initially be $3.00, as adjusted for deemed to have been issued at such conversion price on the date of issuance of such debt securities or preferred stock splits, stock dividends 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, issue to each Subscriber a number of Shares equal to (a) the Subscription Proceeds divided by the Adjusted Subscription Price, minus (b) the Subscription Proceeds divided by the Subscription Price in effect immediately prior to such sale. For purposes of clarity, in connection with certain exceptions set forth belowthe Adjusted Subscription Price and additional issuances of Shares in connection therewith, the Company shall promptly in no event be obligated to issue additional Warrants to each investor in the Offering additional shares of Common StockSubscriber. (ii) The number 9.3 For purposes 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 foregoingSection 9, the following issuances by term “Anti-Dilution Protection Period” means a period of twelve (12) months after the Company shall not result in any adjustment date 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"), (C) shares of capital stock issuable upon exercise or conversion of options (other than Employeethis Agreement.

Anti-Dilution Protection. Until such time as each Share Recipient has sold or otherwise disposed of all of his/its CCGI Shares, in the event CCGI shall sell or issue any shares of its common stock (which, for the purposes hereof, shall be deemed to include (i) Unless waived by the Placement Agent on behalf issuance of all investors in any shares of its common stock directly or indirectly through the Offeringexercise of options, during the period commencing on the date hereof warrants, and ending convertible instruments (except for such issuances as are made upon the earlier conversion of (A) a date Convertible Securities for which is three years following the Final Closing Date of the Offering or (B) the date which is one day prior anti-dilution protection hereunder has already been provided pursuant to the effective date of an initial public offering, if the Company sells or issues additional shares of Common Stock, or securities convertible into Common Stock, with a purchase, exercise or conversion price (the "Share Antidilution Price") of less than the Share Issue Price (which shall initially be $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 below) and (ii) the issuance of any options, warrants, and convertible instruments convertible or exchangeable into shares of common stock (any such instruments, “Convertible Securities”)) at a price (or in the case of Convertible Securities, a conversion price)that is less than $1.58 per share of common stock of CCGI (a “Triggering Event”), within ten (10) days of notice from CCGI of the Triggering Event, each such Share Recipient shall receive warrants containing a “net exercise” provision to purchase an amount of additional shares of Common Stock issuable CCGI common stock necessary to each investor preserve such Beam Member’s pre-Triggering Event percentage ownership of CCGI. Each such Beam Member’s exercise price shall be determined by multiplying the number of Shares purchased by such investor same price or value as was used in the Offering by the result of the following equation: The number of additional Triggering Event. This provision shall not apply to (i) shares of Common Stock issuable common stock required to each investor shall be such number as equals issued in the excess of "A" over "B"future pursuant to options, 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 dividendswarrants, and convertible instruments issued and outstanding on the likeClosing Date; (ii) The number shares of additional common stock issued or deemed issued as a dividend or distribution so long as such shares are issued to each investor will be rounded down to the nearest whole share, and no fractional shares will be issued. all holders of common stock of CCGI on a pro-rata basis; (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 common stock issued upon conversion of Preferred Stockin connection with lease lines, (B) up to 4,000,000 shares of Common Stock and/or optionsbank lines, and the Common Stock issued pursuant to other commercial bank financings (so long as such optionstransactions are on market terms, on an arms-length basis and with a nationally recognized institutional lender) or (as adjusted for any stock dividendsiv) equitable splits, subdivisions, reverse splits, combinations, splitsreclassifications, recapitalizations and the like, and net of any repurchases of such shares exchanges 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"), (C) shares of capital stock issuable upon exercise or conversion of options (other than Employeesubstitutions.

Anti-Dilution Protection. (i) Unless waived 7.1. Other than in the case of an Approved Issuance or Transfer, if New Securities are issued by the 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) Company at a date price per New Security which is three years following the Final Closing Date of the Offering or (B) the date which is one day prior equates to the effective date of an initial public offering, if the Company sells or issues additional shares of Common Stock, or securities convertible into Common Stock, with a purchase, exercise or conversion price (the "Share Antidilution Price") of less than the Share Issue Starting Price of the Series A Shares (a “Qualifying Issue”) (which in the event that the New Security is not issued for cash shall initially be $3.00, a price certified by the Auditors acting as adjusted experts and not as arbitrators as being in their opinion the current cash value of the new consideration for stock splits, stock dividends and the likeallotment of the New Securities), with certain exceptions set forth below, then the Company shall promptly issue to each investor in holder of Series A Shares (the Offering additional shares of Common Stock. (ii“Exercising Investor”) The a number of additional shares of Common Stock issuable to each investor shall be new Series A Shares determined by multiplying the number of Shares purchased by such investor in the Offering by the result of applying the following equation: The number of additional shares of Common Stock issuable to each investor shall be such number as equals formula (and rounding the excess of "A" over "B"product, 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 splitsN, stock dividends, and the like) The number of additional shares issued to each investor will be rounded down to the nearest whole share), subject to adjustment as certified in accordance with clause 7.3 (the “Anti-Dilution Shares”): Where: N = Number of Anti-Dilution Shares to be issued to the 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 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 fractional shares will 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. (iii) Notwithstanding . The Dispute Resolution Auditor’s certification of the foregoingmatter shall, in the following issuances 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 Company and/or the Exercising Investor in accordance with the Cost Allocation Procedure set out in clause 5.9; and (b) subject to the payment of any cash payable pursuant to clause 7.2(a) (if applicable), be issued, credited fully paid up in cash and shall not result rank pari passu in any adjustment all respects with the existing Series A Shares, within seven (7) days of the expiry of the offer being made by the Company to the Exercising Investor and pursuant to clause 7.2(a). 7.3. In the event of any Bonus Issue or Reorganisation, the Starting Price of each Series A Share Antidilution Price 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 any issuance Reorganisation. If the Company and the Series A Majority do not agree on such adjustment, the determination of additional shares such adjustment shall be referred to investors the 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 Offering: (A) shares disputed items, to provide supporting materials to the Dispute Resolution Auditor in defense of Common Stock issued upon conversion of Preferred Stock, (B) up their respective positions with respect to 4,000,000 shares of Common Stock and/or optionssuch disputed items, and to submit a written statement responding to the Common Stock issued pursuant other party’s position with respect to such optionsdisputed items. In any such case, the Dispute Resolution Auditor shall (a) determine such adjustment in accordance with the terms of this Agreement and on the basis of the materials provided by the parties as adjusted for any stock dividendscontemplated by the immediately preceding sentence, combinations, splits, recapitalizations and (b) make available to all Shareholders their report with respect to such determination; and the like, costs of the Dispute Resolution Auditor in making such determination shall be borne 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 paid by the Board ("Employee Options")Company. In the absence of manifest error, (C) shares of capital stock issuable upon exercise or conversion of options (other than Employeesuch determination shall be conclusive and binding on all concerned.

Anti-Dilution Protection. (i) Unless waived 8.1. Other than in the case of an Approved Issuance, if New Securities are issued by the 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) Company at a date price per New Security which is three years following the Final Closing Date of the Offering or (B) the date which is one day prior equates to the effective date of an initial public offering, if the Company sells or issues additional shares of Common Stock, or securities convertible into Common Stock, with a purchase, exercise or conversion price (the "Share Antidilution Price") of less than the Share Issue Starting Price of the Series A Shares (a “Qualifying Issue”) (which in the event that the New Security is not issued for cash shall initially be $3.00, a price certified by the Auditors acting as adjusted experts and not as arbitrators as being in their opinion the current cash value of the new consideration for stock splits, stock dividends and the likeallotment of the New Securities), with certain exceptions set forth below, then the Company shall promptly issue to each investor in holder of Series A Shares (the Offering additional shares of Common Stock. (ii“Exercising Investor”) The a number of additional shares of Common Stock issuable to each investor shall be new Series A-1 Shares determined by multiplying the number of Shares purchased by such investor in the Offering by the result of applying the following equation: The number of additional shares of Common Stock issuable to each investor shall be such number as equals formula (and rounding the excess of "A" over "B"product, 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 splitsN, stock dividends, and the like) The number of additional shares issued to each investor will be rounded down to the nearest whole share), subject to adjustment as certified in accordance with clause 8.3 (the “Anti-Dilution Shares”): Where: N = Number of Anti-Dilution Shares to be issued to the 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 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 fractional shares will 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. (iii) Notwithstanding . The Dispute Resolution Auditor’s certification of the foregoingmatter shall, in the following issuances 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 Company and/or the Exercising Investor in accordance with the Cost Allocation Procedure set out in clause 6.8; and (b) subject to the payment of any cash payable pursuant to clause 8.2(a) (if applicable), be issued, credited fully paid up in cash and shall not result rank pari passu in any adjustment all respects with the existing Series A-1 Shares, within seven (7) days of the expiry of the offer being made by the Company to the Exercising Investor and pursuant to clause 8.2(a). 8.3. In the event of any stock dividend, Bonus Issue, Reorganisation or similar event, the Starting Price of each Series A Share Antidilution Price 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 any issuance Reorganisation. If the Company and the Series A Majority do not agree on such adjustment, the determination of additional shares such adjustment shall be referred to investors the 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 Offering: (A) shares disputed items, to provide supporting materials to the Dispute Resolution Auditor in defense of Common Stock issued upon conversion of Preferred Stock, (B) up their respective positions with respect to 4,000,000 shares of Common Stock and/or optionssuch disputed items, and to submit a written statement responding to the Common Stock issued pursuant other party’s position with respect to such optionsdisputed items. In any such case, the Dispute Resolution Auditor shall (a) determine such adjustment in accordance with the terms of this Agreement and on the basis of the materials provided by the parties as adjusted for any stock dividendscontemplated by the immediately preceding sentence, combinations, splits, recapitalizations and (b) make available to all Shareholders their report with respect to such determination; and the like, costs of the Dispute Resolution Auditor in making such determination shall be borne 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 paid by the Board ("Employee Options")Company. In the absence of manifest error, (C) shares of capital stock issuable upon exercise or conversion of options (other than Employeesuch determination shall be conclusive and binding on all concerned.

Anti-Dilution Protection. (a) In the event that the Company proposes to issue any Shares or Securities at any time following the date of this Agreement (the “New Securities”), each Direct Party shall have the 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) Unless waived by the Placement Agent on behalf pursuant to a stock option plan, within a global limit of all investors in the Offering, during the period commencing on the date hereof and ending upon the earlier of one percent (A1%) a date which is three years following the Final Closing Date of the Offering share capital of the Company, (ii) upon conversion or exercise of any existing Securities, or (Biii) the date which is one day in connection with an IPO. (b) To this effect, no later than thirty (30) Business Days prior to the effective date consummation of an initial public offering, if the Company sells or issues additional shares of Common Stock, or securities convertible into Common Stock, with a purchase, exercise or conversion price such transaction (the "Share Antidilution Price") of less than the Share Issue Price (which shall initially be $3.00, as adjusted for stock splits, stock dividends and the like“New Issuance”), with certain exceptions set forth below, the Company shall promptly issue deliver a written notice (the “New Issuance Notice”) to each investor in Direct Party, which shall set forth (i) the Offering additional shares date or dates on which such New Issuance is proposed to occur (which shall be no earlier than thirty (30) Business Days from the date the New Issuance Notice is delivered), (ii) the aggregate number of Common StockNew Securities proposed to be issued, (iii) the amount and form of the consideration for which the Company proposes to issue such New Securities and (iv) the other terms and conditions of the New Securities and the New Issuance. (iic) The number Within fifteen (15) Business Days of additional shares delivery of Common Stock issuable the New Issuance Notice, each Direct Party may elect to each investor shall be determined purchase some or all of its pro rata portion of the New Securities by multiplying delivering a written notice (a “New Issuance Election Notice”) setting forth the number of Shares purchased by New Securities representing some or all of such investor in Direct Party’s pro rata portion that such Direct Party agrees to subscribe for. If any Direct Party fails, within such fifteen (15) Business Day period, to deliver a New Issuance Election Notice, it shall be deemed to have waived its pre-emptive right to such New Securities and the Offering by other Direct Parties shall have the result right to purchase some or all 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 pro-rata portion 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 failing Direct Party within an additional fifteen ("Employee Options"15), (C) shares of capital stock issuable upon exercise or conversion of options (other than Employee

Anti-Dilution Protection. (i) Unless waived 7.1 If at any time or from time to time during the twelve month period following the Closing Date, the Company issues or sells, or is deemed by the Placement Agent on behalf express provisions of all investors this Section 7 to have issued or sold, Additional Shares of Common Stock (as defined below) for a price less than the Original Issue Price (such lower price, the “New Price”), then and in each such case the OfferingCompany shall issue to each Purchaser, during as of the period commencing opening of business 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 such issue or (B) the date which is one day prior to the effective date of an initial public offeringsale or deemed issue or sale, if the Company sells or issues for no additional shares of Common Stockconsideration, or securities convertible into Common Stock, with a purchase, exercise or conversion price (the "Share Antidilution Price") of less than the Share Issue Price (which shall initially be $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 and additional Warrants such that the aggregate number of shares of Common Stock and Warrants issued to each investor 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 number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be determined by multiplying deemed to be Additional Shares of Common Stock issued as of the time of such issue or, 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 Convertible Security, the issuance of which resulted in an adjustment pursuant to the terms of Section 7.1, are revised (either automatically pursuant to the provisions contained therein or as a result of an amendment to such terms) to provide for either (1) any increase or decrease in 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 upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to each investor 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 number New Price as equals would have obtained had such revised terms been in effect upon the excess original date of "A" over "B", where : A = (Number issuance 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 issuedOption or Convertible Security. 7.4 If the terms of any Option or Convertible Security (iii) Notwithstanding the foregoingexcluding any Exempted Security), the following issuances by the Company shall issuance of which did not result in any 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 Share Antidilution Price 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 either (1) any issuance of additional shares to investors increase or decrease in the Offering: (A) number of shares of Common Stock issued issuable upon the exercise, conversion or exchange of Preferred Stockany such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Company upon such exercise, (B) up to 4,000,000 shares conversion or exchange, then such Option or Convertible Security, as so amended, and the Additional Shares of Common Stock and/or optionssubject 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, and 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 issued pursuant to such options, (shall be computed 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"), (C) shares of capital stock issuable upon exercise or conversion of options (other than Employeefollows:

Anti-Dilution Protection. At such time as the Company has raised gross proceeds equal to Fifteen Million Dollars (i$15,000,000) Unless waived by from the Placement Agent 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 of the Company on behalf of all investors a fully diluted basis, 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 Offering, during Company’s IPO shall not be deemed to be included within the period commencing meaning of 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 of the Company on a fully diluted basis shall vest at the first anniversary of the date hereof and ending upon of this Agreement, subject to the earlier terms of this Agreement. Once the Company has raised Fifteen Million Dollars (A$15,000,000) a date which is three years following through the Final Closing Date sale of its Equity Securities, the Executive thereafter may be diluted pro rata along with all other holders of securities of the Offering or (B) the date which is one day prior to the effective date of an initial public offering, if the Company sells or issues additional Company. As used herein “Equity Securities” shall mean shares of Common Stock, or securities convertible into Common Stockpreferred stock, with a purchase, exercise or conversion price (the "Share Antidilution Price") of less than the Share Issue Price (which shall initially be $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) rights to employeespurchase Common Stock or securities or evidences of indebtedness convertible into or exchangeable for shares of Common Stock, officers provided, however, that options or directors ofwarrants, or consultants or advisors 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 Equity Securities for this purpose. The Stock Options shall be governed by the Company’s Employee Stock Option Plan although, notwithstanding the terms of such plan, the Stock Options issued in consideration of this anti-dilution provision shall vest at the first anniversary of the date of this Agreement, subject to the Corporation or any subsidiary pursuant terms of this Agreement. The Stock Options shall be exercisable for ten (10) years and shall have an exercise price equal to stock purchase or stock option plans or other arrangements that are approved the fair market value of the Common Stock upon the date of each applicable grant as determined by the Board ("Employee Options")in good faith. In connection with such grant, (C) shares of capital the Executive shall enter into the Company’s standard stock issuable upon exercise or conversion of options (other than Employeeoption agreement which will incorporate the foregoing vesting schedule and the Stock Option related provisions contained in Section 10 below.

Anti-Dilution Protection. (i) Unless waived by the Placement Agent on behalf of all investors in the Offering, during the period commencing on From the date hereof and ending upon until 6 months after 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 offeringDate, if in connection with a Subsequent Financing, the Company sells or issues additional any subsidiary thereof shall issue any Common Stock or Common Stock Equivalents entitling any person or entity to acquire shares of Common Stock, or securities convertible into Common Stock, with Stock at a purchase, exercise or conversion price per share less than the Per Share Purchase Price (subject to reverse and forward stock splits and the like) (the "Share Antidilution PriceDISCOUNTED PURCHASE PRICE") of less than the Share Issue Price (which shall initially be $3.00, as adjusted for stock splits, stock dividends and the likefurther defined below), with certain exceptions set forth below, the Company shall promptly issue to each investor in the Offering additional shares of Common Stock. (ii) The such Purchaser that number of additional shares of Common Stock issuable equal to each investor (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 Equivalents shall be determined deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by multiplying the number Company upon such sale or issuance of Shares purchased by the Common Stock Equivalents). In the case of any Subsequent Financing involving a "VARIABLE RATE TRANSACTION" or an "MFN TRANSACTION" (each as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such investor securities are converted or exercised in the Offering case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for 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 result Board of Directors of the following equation: Company. The number of 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 receive additional shares of Common Stock issuable to each investor shall be such number as equals either (x) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the excess trading prices 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 or quotations for 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 at any time after the initial issuance of such 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 anything to the 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 any stock option plan duly adopted by a majority of the non-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 (b) the exercise of any security issued upon by the Company in connection with the offer and sale of the Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of Preferred Stockany convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (Bd) up to 4,000,000 shares the issuance of Common Stock and/or options, and the or Common Stock issued pursuant 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 optionsissuances, (as adjusted in whole or in part, for any stock dividends, combinations, splits, recapitalizations and the like, and net continuous periods 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"), (C) shares of capital stock issuable upon exercise or conversion of options (other than Employee75 days.

Anti-Dilution Protection. (i1) Unless waived by the Placement Agent on behalf of all investors Notwithstanding anything herein, 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 Transaction Documents to the effective date of an initial public 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 the Company issues, in a private sale or offering, if the Company sells or issues additional shares of Common Stock, Stock or any securities convertible into of the Company that would entitle the purchaser thereof to acquire Common Stock, with a purchase, exercise or conversion price (the "Share Antidilution Price") of Stock for consideration per share less than the Share Issue Conversion Price (which shall initially be $3.00, as adjusted for stock splits, stock dividends and the like), with certain exceptions set forth below“New Issuance Price”) within 180 days following the date hereof, the Company shall promptly issue Investor will be entitled to each investor in the Offering additional shares of Common Stock. (ii) The number of additional shares of Common Stock issuable equal to each investor shall be determined the quotient of (a) the outstanding principal amount of this Note at the time of such issuance divided by multiplying (b) the number New Issuance Price. (2) For the avoidance of Shares purchased by such investor in doubt, the Offering by the result public trading price of the following equation: The number Company’s Common Stock on the NASDAQ exchange or the price of additional any shares of Common Stock issuable to each investor shall be such number as equals the excess of "A" over "B"purchased or sold, 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 or otherwise, on a public exchange shall not, in any way, trigger this anti-dilution protection pursuant to this Section 4(b)(iii). Further, this Section 4(b)(iii) shall not result in any adjustment of the Share Antidilution Price or any issuance of additional shares to investors in the Offering: (A) be triggered by shares of Common Stock issued upon conversion by reason of Preferred Stocka dividend, (B) up to 4,000,000 stock split, split-up; shares of Common Stock and/or options, and the Common Stock or options 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 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 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 issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors of the Company; shares of Common Stock, options or convertible securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board of Directors of the Company; shares of Common Stock, options or convertible securities issued as acquisition consideration pursuant to the Corporation or any subsidiary pursuant to stock acquisition of another corporation by the Company by merger, purchase or stock option plans of substantially all of the assets or other arrangements reorganization or to a joint venture agreement, provided that such issuances are approved by the Board ("Employee Options"), (C) of Directors of the Company; shares of capital stock issuable upon exercise Common Stock, options or conversion convertible securities issued in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements or strategic partnerships approved by the Board of options (other than EmployeeDirectors of the Company.