Common use of Favored Nations Provision Clause in Contracts

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with with: (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Holders, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Holders, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(dapproved by the Board of Directors of the Company in an amount not to exceed fifteen (15%) as such plans are constituted of the outstanding primary shares of the Company on the Closing Datedate of issuance, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports Closing Date including the permissible amendment thereof after the Closing Date, and which securities are also described on Schedule 12(apursuant to (v) above), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on Agreement, and (vi) the unamended terms in effect on Company’s issuance of Common Stock or the Closing Date issuances or grants of options to purchase Common Stock to consultants and service providers approved by the Board of Directors other than as consideration for capital raising (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are Debenture is outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, time (or if less than the Warrant exercise provide other value to such person or entity in connection with an equivalent price in effect at such timeissuance or Lower Price Issuance), without the consent of the SubscribersHolders, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower priceprice and the Holders shall be entitled to receive any additional consideration as shall be issued to such person or entity. The average Conversion Price provisions of this Section 6 shall terminate eighteen (18) months of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of this Debenture (the transaction giving rise to the requirement to issue additional shares of Common Stock“MFN Date”). Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock Securities issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Holders set forth in this Section 12 6 are in addition to any other rights the Subscriber has Holders have pursuant to this Agreement, Agreement or the Note, any Transaction Document, Debentures and any other agreement referred to or entered into in connection herewith or to which such Subscriber Holders and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity entity, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements arrangements, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes Preferred Stock which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes Preferred Stock or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity Person at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, time or if less than the Warrant exercise price in effect at such time, as applicable, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price price, as applicable, shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of (A) the agreement to or (B) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price price, as applicable, in effect upon such issuance. The rights of each Subscriber the Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NotePreferred Stock, Warrants or any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as provided such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to stock option plans and employee stock purchase plans described on Schedule 5(d12(a) as such plans are constituted hereto at prices equal to or higher than the closing price of the Common Stock on the Closing Dateissue date of any of the foregoing, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement or that have been issued prior to the Closing Date, the issuance of which has been disclosed in a Report filed not less than five (5) days prior to the Closing Date, (v) the payment of any interest on the unamended terms in effect Notes and Liquidated Damages pursuant to the Transaction Documents and the issuance of common stock as set forth on the Closing Date Schedule 12(a) (collectively, collectively the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Subscriber owns any Common Stock from the conversion of the Notes or Warrants are outstandingexercise of the Warrants, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to each the Subscriber respecting those Notes, Warrants, Conversion Shares and Warrants Shares that remain outstanding are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock Shares or Warrant Shares still purchased and owned by a Subscriber) the Subscriber on the date of the Lower Price Issuance is equal to such other lower price per share and share. Other than in connection with Excepted Issuances, if at any time the Notes or Warrants are outstanding, if the Company shall agree to a Lower Price Issuance, then the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to connection with such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity entity, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements arrangements, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price conversion price in effect at such time, time or if less than the Warrant exercise price in effect at such time, as applicable, without the unanimous consent of all of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase conversion price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price price, as applicable, shall automatically be reduced to such other lower price. The average Conversion Price conversion price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of (A) the agreement to or (B) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price conversion price or Warrant exercise price price, as applicable, in effect upon such issuance. The rights of each Subscriber the Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants or any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than Except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as provided such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to stock option plans and employee stock purchase plans described on Schedule 5(d4(d) as such plans are constituted hereto at prices equal to or higher than the closing price of the Common Stock on the Closing Dateissue date of any of the foregoing, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement or that have been issued prior to the Closing Date, the issuance of which has been disclosed in a Report filed not less than five (5) days prior to the Closing Date, and (v) the payment of any interest on the unamended terms in effect on Notes and Liquidated Damages pursuant to the Closing Date Transaction Documents (collectively, collectively the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the while Notes or Warrants are outstanding, outstanding the Company shall offer, issue or agree to or issue (the “Lower Price Issuance”) any Common Stock common stock or securities convertible into or exercisable for shares of Common Stock common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than respect of the Warrant exercise price in effect at such timeShares, without the consent of the Subscriberseach Subscriber holding Notes or Shares, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each the Subscriber (of only the Common Stock or Warrant Shares still owned by a the Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of adjusted as provided in the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant SharesNotes. The delivery to a the Subscriber of the additional shares of Common Stock shall be not later than two (2) business days after the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each The Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by except that the Company for no consideration or for consideration that cannot be determined at Filing Date and Effective Date vis-à-vis such additional common shares shall be, respectively, the time of thirtieth (30th) and ninetieth (90th) date after the closing date giving rise to the requirement to issue will be deemed issuable or to have been issued for $0.001 per share the additional shares of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each the Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are partiesherewith. Each The Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such the Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b12(a) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity entity, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements arrangements, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes Preferred Stock which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes Preferred Stock or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity Person at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, time or if less than the Warrant exercise price in effect at such time, as applicable, without the unanimous consent of all of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price price, as applicable, shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of (A) the agreement to or (B) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price price, as applicable, in effect upon such issuance. The rights of each Subscriber the Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NotePreferred Stock, Warrants or any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 E, locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as provided such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to stock option plans and employee stock purchase plans described on Schedule 5(d12(a) as such plans are constituted hereto at prices equal to or higher than the closing price of the Common Stock on the Closing Dateissue date of any of the foregoing, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement or that have been issued prior to the Closing Date, the issuance of which has been disclosed in a Report filed not less than five (5) days prior to the Closing Date, and (v) the payment of any interest on the unamended terms in effect on Notes and Liquidated Damages pursuant to the Closing Date Transaction Documents (collectively, collectively the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Subscriber owns any Common Stock from the conversion of the Notes or Warrants are outstandingexercise of the Warrants, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to each the Subscriber respecting those Notes, Warrants, Conversion Shares and Warrants Shares that remain outstanding are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock Shares or Warrant Shares still purchased and owned by a Subscriber) the Subscriber on the date of the Lower Price Issuance is equal to such other lower price per share and share. Other than in connection with Excepted Issuances, if at any time the Notes or Warrants are outstanding, if the Company shall agree to a Lower Price Issuance, then the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to connection with such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, consultants for compensation pursuant to plans described on Schedule 5(d) approved by the independent members of the Company’s board of directors, or if there are no independent members, approved by the board of directors as such plans a whole, provided the holders thereof are constituted on not granted registration or registration rights, and which, in the Closing Dateaggregate, do not exceed 10,000,000 shares of Common Stock, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also or described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on Agreement, and (vi) the unamended terms Company’s issuance of securities in effect on the Closing Date connection with stock dividends, stock splits, or similar events (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a5(d), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant the Note, and (vi) the purpose and actual use of the funds received is to this Agreement on satisfy the unamended terms Note in effect on the Closing Date full (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to each the Subscriber respecting those Notes, Warrants, and Conversion Shares that remain outstanding are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still purchased and owned by a Subscriber) the Subscriber on the date of the Lower Price Issuance is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to connection with such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) the Company’s issuance of securities as full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by Subscriber, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by Subscriber, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms in effect on the Closing Date and disclosed in the Reports and which securities are also described on Schedule 12(a11(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (viv) as a result of the exercise of Warrants or payment of interest in Common Stock or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other For as long as any Subscriber holds any Securities, other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance shares of Common Stock or the issuances or grants of options to purchase Common Stock issued to employees, directors, and consultantsofficers, employees or consultants of the Company pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Dateany Approved Stock Plan, (iv) securities upon provided that the exercise or exchange of or conversion price of any securities exercisable such options is not lowered after issuance by subsequent amendment thereof, none of such options are amended subsequent to issuance to increase the number of shares issuable thereunder and none of the terms or exchangeable for or convertible into conditions of any such options are subsequent to issuance otherwise materially changed in any manner that adversely affects any of the Subscribers; (ii) the issuance of shares of Common Stock issued and outstanding on upon the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date conversion or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants Convertible Securities or conversion of Notes which are granted contractual agreements (other than options to purchase Common Stock or other equity incentive awards issued pursuant to this Agreement an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Convertible Securities (other than options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered by subsequent amendment, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are subsequently amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Subscribers; (iii) the shares of Common Stock issuable upon conversion of the Preferred Shares or the Warrants; and (iv) the issuances set forth on the unamended terms in effect on the Closing Date Schedule 2(d) (collectively, the foregoing (i) through (viiv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $1.20 per share, being the Conversion Price in effect at such time, per share price of the Shares and Preferred Shares hereunder (disregarding any value attributable to the Warrants) or if less than the Warrant exercise price as in effect at such time, without the consent of the SubscribersLead Investor (as defined herein) (the “Lower Price Issuance”) and other than with regard to Excepted Issuances, then the Company shall issue, for each issue the Subscriber such occasion, number of additional shares of Common Stock to each reflect such lower price for the Shares such that the Subscriber respecting those Notesshall hold such number of Shares, Warrantsin total, and Shares that remain outstanding at the time of had Subscriber paid a per Unit price equal to the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant with any fractional Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation rounded up to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stocknearest whole number). Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. Notwithstanding the foregoing, any Subscriber who elected to receive Units consisting of Preferred Shares and Warrants shall not receive additional Preferred Shares and all “Favored Nations” rights of the Preferred Shares shall be governed by the Series C Certificate of Designation. Notwithstanding anything herein or in any other agreement to the contrary, the Company shall only be required to make a single adjustment with respect to any individual Lower Price Issuance, regardless of the existence of multiple basis therefore. For purposes of this Section 2(d), “Approved Stock Plan” shall mean any employee benefit plan which has been approved by the issuance and adjustment described in this paragraph, the issuance board of any security directors of the Company carrying on or prior to the right date hereof pursuant to convert which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such (including, without limitation, any adjustments to the number of shares reserved for issuance thereunder as a result of the operation of any evergreen provisions), “Convertible Securities” shall mean any stock or other security into (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock, and “Options” shall mean any rights, warrants or options to subscribe for or purchase shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such SubscriberConvertible Securities.

Favored Nations Provision. Other For any Subscriber that elected to receive Shares (and not Preferred Shares) in connection with its purchase of Units hereunder, for a period beginning on the Closing Date and ending on the date that is the earlier of (i) twenty-four (24) months from the Final Closing Date, (ii) the date the Company consummates a financing (excluding proceeds from this Offering) in which the Company receives gross proceeds of at least Ten Million Dollars ($10,000,000) and (iii) the date the Company’s Common Stock is listed for trading on a national securities exchange (which, for purposes hereof shall mean The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nadsaq Capital Market), other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance shares of Common Stock or the issuances or grants of options to purchase Common Stock issued to employees, directors, and consultantsofficers, employees or consultants of the Company pursuant to plans described on Schedule 5(dany Approved Stock Plan, provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Final Closing Date pursuant to this clause (i) do not, in the aggregate, exceed more than 7,116,204 shares of Common Stock, in the aggregate (including options) (as such plans are constituted on the Closing Dateadjusted for stock splits, combinations and similar transactions) and (ivB) securities upon the exercise or exchange of or conversion price of any securities exercisable such options is not lowered after issuance by subsequent amendment thereof, none of such options are amended subsequent to issuance to increase the number of shares issuable thereunder and none of the terms or exchangeable for or convertible into conditions of any such options are subsequent to issuance otherwise materially changed in any manner that adversely affects any of the Subscribers; (ii) the issuance of shares of Common Stock issued and outstanding on upon the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date conversion or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants Convertible Securities or conversion of Notes which are granted contractual agreements (other than options to purchase Common Stock or other equity incentive awards issued pursuant to this Agreement an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Convertible Securities (other than options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered by subsequent amendment, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are subsequently amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Subscribers; (iii) the shares of Common Stock issuable upon conversion of the Preferred Shares or the Warrants and (iv) the issuances set forth on the unamended terms in effect on the Closing Date Schedule 2(d) (collectively, the foregoing (i) through (viiv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.75 per share, being the Conversion Price in effect at such time, per share price of the Shares hereunder (disregarding any value attributable to the Warrants) or if less than the Warrant exercise price as in effect at such time, without the consent of Subscribers holding at least 60% of the Subscribersthen outstanding Units (the “Required Approval”) (the “Lower Price Issuance”) and other than with regard to Excepted Issuances, then the Company shall issueissue the Subscriber such number of additional Shares to reflect such lower price for the Shares such that the Subscriber shall hold such number of Shares, for each such occasionin total, additional shares of Common Stock had Subscriber paid a per Share price equal to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant with any fractional Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation rounded down to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stocknearest whole number). Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.01 per share of Common Stock. All “Favored Nations” rights of a Subscriber who elected to purchase Preferred Shares shall be governed by the Series E Certificate of Designation. Notwithstanding anything herein or in any other agreement to the contrary, the Company shall only be required to make a single adjustment with respect to any Lower Price Issuance, regardless of the existence of multiple basis therefore. For purposes of this Section 2(d), “Approved Stock Plan” shall mean any employee benefit plan which has been approved by the issuance and adjustment described in this paragraph, the issuance board of any security directors of the Company carrying on or prior to the right date hereof pursuant to convert which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such (including, without limitation, any adjustments to the number of shares reserved for issuance thereunder as a result of the operation of any evergreen provisions), “Convertible Securities” shall mean any stock or other security into (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock, and “Options” shall mean any rights, warrants or options to subscribe for or purchase shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such SubscriberConvertible Securities.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic mergerthe Excepted Issuances, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on from the date of this Agreement on Note and until the terms disclosed date which all amounts of principal and interest due and owing under the Note have been paid in the Reports and which securities full or are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Issuances”)converted into Common Stock, if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “"Lower Price Issuance”") any Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the written consent of the SubscribersHolder, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately Common Stock or securities convertible into or exercisable directly or indirectly for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than which are issued in the closing date of the transaction giving rise to the requirement to issue additional Lower Price Issuance. Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 a price per share of Common Stock. For purposes of the issuance and adjustment described as determined in this paragraph, the issuance of any security of good faith by the Company carrying Board of Directors. "Excepted Issuances" shall be issuances by the right to convert such security Company of its Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (i) in full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity so long as such issuances are not for the purpose of raising capital; (ii) in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital; (iii) to any consultant, advisor, employee or member of the Board of Directors of the Company or any of its subsidiaries for services provided or to be provided; (iv) as a result of the conversion of this Note, the Secured Note dated February 3, 2014 issued by the Company to Holder, as amended, or any and all warrants issued by the Company to the Holder, as amended; and (v) as a result of the conversion or exercise of any warrant, right securities convertible into or option to purchase Common Stock shall result in the issuance of the additional exercisable directly or indirectly for shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber issued and outstanding as of the date of this Note. The provisions of this Section 4 d) shall not apply to the notice described in Section 12(b) is required Conversion Price for any conversions which have been made under this Note prior to be given to such Subscriberthe date of the Lower Price Issuance.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders recipients of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders recipients of such securities or debt are not at any time granted registration rightsrights and, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to stock option plans and employee stock purchase plans described on Schedule 5(d) as such plans are constituted on the Closing Datehereto, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement Agreement, and (v) as described on the unamended terms in effect on the Closing Date Schedule 12(a) (collectively, collectively the foregoing (i) through (vi) are “Excepted Issuances”), from the date of this Agreement and until the sooner to occur of (i) thirty (30) months after the Closing Date, or (ii) until the Shares and Warrant Shares are eligible for resale pursuant to a registration statement or pursuant to Rule 144 without regard to volume limitation, if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock or representing the direct or indirect right to acquire Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion per Share Purchase Price in effect at such timerespect of the Shares, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscriberseach Subscriber, then the Company shall issue, issue to each Subscriber for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued Shares and exercise price in relation to each Subscriber (of only the Common Stock or Warrant Shares still then owned by a Subscriber) Subscriber is equal to such other lower price per share and the Conversion Price and Warrant exercise price of the Warrants shall automatically be reduced to such other lower priceprice per share. The average Conversion Price purchase price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a such Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 11.1 hereof in relation to such the additional shares Shares and Warrant Shares issuable as a result of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stockforegoing adjustment. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock Stock, except Excepted Issuances, shall result in the issuance of the additional shares of Common Stock adjustments described above upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion per Share Purchase Price or Warrant exercise price in effect upon such issuance. The rights Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith issue will be deemed issuable or to which such Subscriber and Company are partieshave been issued for $0.001 per share of Common Stock. Each The Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in this Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering offering giving rise to the Lower Price Issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, any Transaction Document, and any other agreement referred to or entered into in connection with Securities owned by herewith or to which such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriberand Company are parties.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing DateDate or contemplated to be amended or adopted as described on Schedule 5(d), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Additional Investment Rights or Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribersa Majority in Interest, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock adjustment described above upon the sooner of (A) public announcement of, (B) the agreement to to, or (C) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. A convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance will be deemed to have been issued for the actual cash amount received by the Company in consideration of such convertible instrument. The rights of each Subscriber Subscribers set forth in this Section 12 12(a) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each The Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such the Subscriber has rights as described in Section 12(a12(b), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or the Preferred Stock issued pursuant to this Agreement on Agreement, (vi) the unamended Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Shares sold in the Offering, including the Preferred Stock, voting as a group, held as of the date of approval (“Subscriber Consent”), and (v) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in effect on the Closing Date connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time for a period of twelve (12) months from the Notes or Warrants are outstandingdate of the Final Closing Date of the Offering with respect to the Shares and Preferred Shares (the “Expiration Date”), the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.40 per share, being the Conversion Price per share price of Common Stock hereunder (disregarding any value attributable to the Warrants) or as in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscribers (the “Lower Price Issuance”), then the Company shall issueissue such additional number of Shares or Preferred Shares, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrantsas the case may be, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced and the number of Warrant Shares increased to reflect such other lower priceprice for the Shares and if additional Shares of Common Stock are required to be issued, the additional number of Warrants that would have been issuable on the basis of the Warrants issued pursuant to this Agreement (i.e., 50%). The average Conversion Purchase Price of the Conversion Shares (or the Preferred Shares, as the case may be) of Common Stock and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2(d) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, Agreement or the Note, any Transaction DocumentWarrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms existence of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribermultiple basis therefore.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Date, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of issuance by the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months resulting from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or the Preferred Stock issued pursuant to this Agreement on Agreement, (vi) the unamended Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Common Stock sold in the Offering, held as of the date of approval (“Subscriber Consent”), (vii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in effect on connection with a business combination, merger or share exchange, and (viii) the Closing Date issuance of any participating security and any distribution thereon, solely to the holders of Company securities in order to provide for the distribution to such holders of the Company’s interest in Xxxxxxx Investment Company, Inc. (collectively, the foregoing (i) through (viviii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.35 per share, being the Conversion Price per share price of Common Stock (and Preferred Stock and Warrants) hereunder (disregarding any value attributable to the Preferred Stock and Warrants) or as in effect at such time, or if less than the Warrant exercise price in effect at such time, without Subscriber Consent (the consent of the Subscribers“Lower Price Issuance”), then the Company shall issue, for each issue such occasion, additional shares number of Common Stock to each Subscriber respecting those NotesStock, WarrantsPreferred A Stock, and Shares that remain outstanding Preferred B Stock (if Preferred B Stock, at the time such time, has been issued upon any exercise of the Lower Price Issuance so that Class A Warrant or the average per share purchase price of Class B Warrant, as the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share case may be), and the Conversion Price and Warrant exercise price shall automatically be reduced and the number of Preferred A Stock, Preferred B Stock, Class A Warrants and Class B Warrants increased to reflect such other lower priceprice for the securities so issued and if additional shares of Common Stock are required to be issued, the additional number of Warrants that would have been issuable on the basis of the Warrants issued pursuant to this Agreement (i.e., 50%) such that the Subscriber shall hold that number of Units, in total, had such Subscriber paid a per Unit price equal to the Lower Price Issuance. The average Conversion Purchase Price of the Conversion Shares shares of Common Stock and Preferred A Stock and average exercise price in relation to the Warrant Shares Preferred B Stock underlying the Warrants (and the Common Stock underlying the Preferred B Stock) shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to each such additional shares of Common Stocksecurity. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2(d) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteSeries A Preferred Stock Certificate of Designation, any Transaction Documentthe Series B Stock Certificate of Designation or the Warrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given Only one adjustment shall be required to effectuate the right adjustments required hereunder. Notwithstanding anything herein to elect the contrary, to substitute any term or terms of any other offering in connection with which such Subscriber has the extent that the Subscriber’s rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted pursuant to any holder of Lower Priced Issuance would result in the Subscriber exceeding the Subscriber’s ownership limitations as set forth in any of the Company’s equity or right Securities, then the Subscriber shall not be entitled to receive such equity, or any additional shares of Common Stock and such rights which are granted after additional shares of Common Stock shall be held in abeyance for the Closing Date for any term or terms benefit of the Offering Subscriber until such time, if ever, as its right thereto would not result in connection with Securities owned by such the Subscriber as exceeding the maximum limitations of the date Subscriber’s ownership, as set forth in such Securities, at which time the notice described in Section 12(b) is required Subscriber shall be granted such right to be given to the same extent as if there had been no such Subscriberlimitation).

Favored Nations Provision. Other than in connection with (i) the Company’s issuance of securities as full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by Subscriber, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by Subscriber, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms in effect on the Closing Date and disclosed in the Reports and which securities are also described on Schedule 12(a11(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (viv) as a result of the exercise of Warrants or payment of interest in Common Stock or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 11 are in addition to any other rights the Subscriber has pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, provided however, that after the Notes are no longer outstanding, such plans may be increased or modified and such increased shares shall be included in this clause (iii), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price effect on the Closing Date or including the permissible amendment thereof after the Closing Date, and described on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceSchedule 5(d), and (viv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as any existing stock or option plan or any future stock option plan duly adopted for such plans are constituted on the Closing Datepurpose, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a)Agreement, (v) an aggregate of not more than $600,000 of current indebtedness securities to current employees be issued in a private placement offering by the Company currently contemplated, (vi) securities of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances issued as compensation to officers, directors and which holders of such securities are not granted any registration rights and which securities will not be issued consultants for services to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceCompany, and (vivii) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.01 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by a Majority in Interest, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by a Majority in Interest, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing DateDate or contemplated to be amended or adopted as described on Schedule 5(d), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Additional Investment Rights or Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, (vi) the offering and issuance, in one or more closings (whether prior to and/or after the Closing Date), of an additional principal amount of Notes equal to up to $4.0 million less the aggregate Purchase Price paid by the Subscribers hereunder and the issuance of corresponding Warrants and Additional Investment Rights, each on substantially the same terms and conditions as granted or issued pursuant to this Agreement (except for permitted beneficial ownership/blocker provisions and except that all time effective clauses of any Additional Offering shall be the same as those applicable to the Offering including actual commencement and end dates) for which a closing must be completed on or before February 28, 2012 (“Additional Offering”), and (vii) as a result of the exercise of Additional Investment Rights or Warrants or conversion of Notes which are granted or issued in any Additional Offering (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribersa Majority in Interest, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of (A) the agreement to or (B) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. A convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance will be deemed to have been issued for the actual cash amount received by the Company in consideration of such convertible instrument. The rights of each Subscriber Subscribers set forth in this Section 12 12(a) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with the Excepted Issuances, from the date of this Warrant and until the first to occur between (i) the date which all the warrants have been exercised by Holder under this Warrant or (ii) the Termination Date, if the Company shall issue (the "Lower Price Issuance") any Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Exercise Price in effect at such time, without the written consent of Holder, then the Exercise Price shall automatically be reduced to such other lower price of the Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock which are issued in the Lower Price Issuance. Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock issued by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed to have been issued for a price per share as determined in good faith by the Company Board of Directors. "Excepted Issuances" shall be issuances by the Company of its Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (i) in full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, capital; (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, capital; (iii) to any consultant, advisor, employee or member of the Company’s issuance Board of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees Directors of the Company at valuations or any of not less than the greater of the Conversion Price on the Closing Date its subsidiaries for services provided or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not to be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and provided; (viiv) as a result of the exercise of Warrants this Warrant; and (v) as a result of the conversion or conversion exercise of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (or modify any which are issued and outstanding as of the foregoing date of this Agreement. The provisions of this Section 3 d) shall not apply to the Exercise Price for any warrants which may be outstanding) have been exercised by Holder prior to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time date of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such SubscriberIssuance.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price effect on the Closing Date or which are described on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceSchedule 5(d), and (viv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on or the unamended terms in effect on the Closing Date Additional Offering (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other Until the sooner of eighteen months after the Actual Effective Date or the date upon which less than $2,000,000 of Principal Amount of Notes remains outstanding (the earlier of such dates, the “Dilution Termination Date”), except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms described in effect on the Transaction Documents as of the Closing Date Date, and (collectively, v) as described on Schedule 12(a) (collectively the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) ), respectively, any Common Stock Stock, Convertible Security or securities convertible into or exercisable for shares of Common Stock Purchase Right as defined below (or modify any of the foregoing which may be outstanding) to any person or entity (w) at a price per share or conversion or exercise (in the case of Common Stock) which shall be less than the purchase price of the Shares (the “Lower Share Price”), (x) at a price per share (in the case of Common Stock) which shall be less than the Conversion Price of Conversion Shares then outstanding (the “Lower Conversion Share Price”), (y) convertible or exchangeable at a conversion price (in effect at such time, or if the case of Convertible Securities) which shall be less than the Warrant Conversion Price of the Notes then outstanding (the “Lower Conversion Price”), or (z) exercisable at an exercise price (in effect at such timethe case of Common Stock Purchase Rights) which shall be less than the Exercise Price of the Warrants (the “Lower Exercise Price”), without the consent of the Subscribers, then the Company shall issuethen, for each such occasion, (ww) in the case of clause (w) above, the Company shall issue additional shares of Common Stock to each Subscriber respecting those Notesthe Shares so that the average price paid by such Subscriber for the Shares shall be equal to the Lower Share Price, Warrants(xx) in the case of clause (x) above, and the Company shall issue additional shares of Common Stock to each Subscriber respecting any Conversion Shares received on conversion of Notes prior to such occasion so that remain the average price paid by such Subscriber for the Conversion Shares shall be equal to the Lower Conversion Share Price, (yy) in the case of clause (y) above, the Company shall lower the Conversion Price of Notes that are outstanding at the time of such occasion to the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price (zz) in the case of clause (z) above, the Company shall automatically be reduced to such other lower price. The average Conversion the Exercise Price of Warrants that are outstanding at the Conversion Shares and average exercise price in relation time of such occasion to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant SharesLower Exercise Price. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. For example, the issuance of securities similar to the Units (and the Shares, Notes and Warrants included therein) at similar prices, including without limitation upon conversion of Bridge Notes, would not require any adjustment under this Agreement. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b12(a) is required to be given to such Subscriber. The Company will not engage in a Lower Price Issuance if the Company’s compliance with this Section 12(a) could result in a violation of the Nasdaq Marketplace Rules. “Convertible Securities” means any securities of the Company or the Subsidiaries, including without limitation any debt or preferred stock, which would entitle the holder thereof directly or indirectly to acquire at any time Common Stock without payment of additional consideration. “Common Stock Purchase Rights” means any securities of the Company or the Subsidiaries (other than Convertible Securities), including without limitation rights, options, warrants or other instruments that are at any time directly or indirectly exercisable to purchase or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, employees and directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing DateDate or contemplated to be amended or adopted as described on Schedule 5(d), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the Reports and which securities are also described on Schedule 12(a), or (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribersa Majority in Interest, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.00001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock adjustment described above upon the sooner of (A) public announcement of, (B) the agreement to to, or (C) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. A convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance will be deemed to have been issued for the actual cash amount received by the Company in consideration of such convertible instrument. The rights of each Subscriber Subscribers set forth in this Section 12 12(a) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceRequired Offering, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 12(a) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are and the Common Stock issuable in connection therewith is issued at not for the purpose less than $0.002 per share of raising capital and which holders of such securities or debt are not at any time granted registration rightsCommon Stock, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders the Common Stock issuable in connection therewith is issued at not less than $0.002 per share of such securities or debt are not at any time granted registration rightsCommon Stock, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted existing on the Closing Datedate of this Agreement, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date, including but not limited to the shares of Series B Preferred being issued pursuant to this Agreement, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes Preferred Shares which are granted or issued pursuant to this Agreement on Agreement, and (vi) the unamended terms in effect on Company’s issuance of Common Stock or the Closing Date issuances or grants of options to purchase Common Stock to consultants and service providers (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes Preferred Shares or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time$.002, without the consent of the SubscribersSubscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has have pursuant to this Agreement, the NoteCertificate, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, (v) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Shares sold in the Offering, held as of the date of approval (“Subscriber Consent”), and (v) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time for a period of eighteen (18) months from the Notes or Warrants are outstandingdate of the Final Closing Date of the Offering with respect to the Shares (the “Expiration Date”), the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.25 per share, being the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, of Common Stock hereunder without the consent of the SubscribersSubscribers (the “Lower Price Issuance”), then the Company shall issue, for each issue such occasion, additional shares number of Common Stock Shares to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to reflect such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2(d) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right existence of multiple basis therefore. Prior to receive such equitythe Expiration Date, or the Company agrees not to file any such rights which are granted after registration statement on Form S-8 with the Closing Date for any term or terms of the Offering in connection with Securities owned by such and Exchange Commission without Subscriber as of the date the notice described in Section 12(b) is required to be given to such SubscriberConsent.

Favored Nations Provision. Other Until the sale of all of the Warrant Shares, the Subscribers shall be given not less than seven (7) business days prior written notice of any proposed sale by the Company of its Common Stock or other securities or debt obligations, except in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as provided such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to stock option plans and employee stock purchase plans described on Schedule 5(d) as such plans are constituted hereto at prices equal to or higher than the closing price of the Common Stock on the Closing Dateissue date of any of the foregoing if applicable, otherwise at the fair market value, (iv) securities upon underwritten public offerings and (v) purchase of up to $10,000,000 of the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on Company’s Securities pursuant to the terms disclosed in the Reports and which securities are also as described on Schedule 12(a), ) hereto (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, collectively the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall offer, issue or agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such timeprice, without the consent of the Subscriberseach Subscriber holding Warrants, or Warrant Shares, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and holding Warrant Shares that remain outstanding at are not then the time subject of the Lower Price Issuance an effective Registration Statement (provided such holder shall not have failed to comply with its obligations under Section 11 hereof with respect to such Warrant Shares or otherwise elected not to so include such Warrant Shares in a Registration Statement) so that the average per share purchase price of the shares of Common Stock Warrant Shares previously issued to each the Subscriber (of only the Common Stock or Warrant Shares still owned by a the Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Sharesshare. The delivery to a the Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each The Subscriber is granted the piggyback registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time election of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stockthe Subscriber, registration rights, if any, granted in connection with the dilutive issuance. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each the Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriberherewith.

Favored Nations Provision. Other For a period of twenty-four (24) months from the Closing Date, other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) consultants that have been approved by a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date, (v) an aggregate issuance by the Company of not more than $600,000 of current indebtedness to current employees securities resulting from the conversion of the Company at valuations Shares, (vi) the Company’s issuance of not less than Common Stock or the greater issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Conversion Price on Shares sold in the Closing Date or on Offering held as of the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceapproval (“Subscriber Consent”), and (vivii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the exercise of Warrants foregoing even if issued by a predecessor acquired in connection with a business combination, merger or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date share exchange (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or not issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.25 per share, being the Conversion Price in effect at such time, or if less than per share price of the Warrant exercise price in effect at such timeSeries G Preferred Stock hereunder, without Subscriber Consent other than with regard to Excepted Issuances. Notwithstanding anything herein or in any other agreement to the consent of the Subscriberscontrary, then the Company shall issueonly be required to make a single adjustment with respect to any Lower Price Issuance, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time regardless of the Lower Price Issuance so that the average per share purchase price existence of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribermultiple basis therefore.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by a Majority in Interest, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by a Majority in Interest, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 12(a) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity entity, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements arrangements, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted in effect on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes Preferred Stock which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes Preferred Stock or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity Person at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, time or if less than the Warrant exercise price in effect at such time, as applicable, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price price, as applicable, shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of (A) the agreement to or (B) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price price, as applicable, in effect upon such issuance. A convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance will be deemed to have been issued for the actual cash amount received by the Company in consideration of such convertible instrument. The rights of each Subscriber the Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NotePreferred Stock, Warrants or any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms The provisions of any other offering in connection with which such Subscriber has rights as described in this Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of ) shall no longer apply following the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such SubscriberCovenant Period.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, provided however, that after the Notes are no longer outstanding, such plans may be increased or modified and such increased shares shall be included in this clause (iii), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price effect on the Closing Date or including the permissible amendment thereof after the Closing Date, and described on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceSchedule 5(d), and (viv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time while the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, time without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes A convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance and adjustment described in this paragraph, will be deemed to have been issued for the issuance of any security of actual cash amount received by the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance consideration of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuanceinstrument. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s or any Subsidiary’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities issued upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports Closing Date without any amendment thereof after the Closing Date, and which securities are also described on Schedule 12(a5(d), (v) an aggregate all other issuances of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price common stock described on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceSchedule 5(d), and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on Agreement, and (vii) securities issued to one or more Subscribers or their respective Affiliates pursuant to Section 3(a)(10) of the unamended terms in effect on the Closing Date 1933 Act or otherwise (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.01 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company and in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Final Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of issuance by the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months resulting from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or the Preferred Stock issued pursuant to this Agreement on Agreement, (vi) the unamended Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Shares sold in the Offering, including the Preferred Stock, voting as a group, held as of the date of approval (“Subscriber Consent”), and (v) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in effect on the Closing Date connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time for a period of 24 months from the Notes or Warrants are outstanding, date of the Final Closing Date of the Offering with respect to the Shares and the Preferred Shares the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.25 per share, being the Conversion Price per share price of Units hereunder (disregarding any value attributable to the Warrants) or as in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscribers (the “Lower Price Issuance”), then the Company shall issueissue such additional number of Shares or Preferred Shares, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrantsas the case may be, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced and the number of Warrant Shares increased to reflect such other lower priceprice for the Shares and if additional Shares of Common Stock are required to be issued, the additional number of Warrants that would have been issuable on the basis of the Warrants issued pursuant to this Agreement (i.e., 100%). The average Conversion Purchase Price of the Conversion Shares of Common Stock (or Preferred Shares, as the case may be) and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares (or Preferred Shares) and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2(d) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, Agreement or the Note, any Transaction DocumentWarrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. (a) Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsentity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for agreed by the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsCompany in writing, (iii) the Company’s issuance of restricted Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, advisory board members, and consultants, consultants pursuant to plans described on Schedule 5(d) as such plans are constituted on approved by the Closing DateCompany’s board of directors, or (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock equity, equity linked, equity derivates or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity equity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, time or if exercisable equity at an exercise price per share which shall be less than the Warrant exercise price Series A “1” Exercise Price in effect at such time, time (or modify any of the foregoing which may be outstanding) to any Person without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price the Series A “1” Exercise Price, respectively, shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price Series A “1” Exercise Price or Series A “2” Exercise Price, as applicable, in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery Other than with respect to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Excepted Issuances, Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will shall be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraphsubsection (a), the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price Exercise Price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 11(a) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, Document and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other For a period of twenty four (24) months from the Closing Date, other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, and directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of issuance by the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months resulting from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted the Shares, and (vi) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in connection with a business combination, merger or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date share exchange (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity (including issuances to service providers or consultants) at a price per share or conversion or exercise price per share which shall be less than $0.10 per share, being the Conversion Price per share price of the Shares hereunder (disregarding any value attributable to the Warrants) or as in effect at such time, or if less than (the Warrant exercise price in effect at such time, without the consent of the Subscribers“Lower Price Issuance”), then the Company shall issueissue the Subscriber such number of additional Units to reflect such lower price for the Shares such that the Subscriber shall hold such number of Units, for each such occasionin total, additional shares of Common Stock had Subscriber paid a per Unit price equal to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time Lower Price Issuance; provided further the Company shall lower the Warrant exercise price to the issuance price of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common StockIssuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, or the Note, any Transaction DocumentWarrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right The Company shall be required to elect to substitute any term make one or terms of any other offering in connection many adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder Lower Price Issuance provided that the provisions of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering this Section 2(d) remain in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriberfull force and effect.

Favored Nations Provision. Other For a period of twenty-four (24) months from the Closing Date, other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) consultants that have been approved by a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date, (v) an aggregate issuance by the Company of not more than $600,000 of current indebtedness to current employees securities resulting from the conversion of the Company at valuations Shares, (vi) the Company’s issuance of not less than Common Stock or the greater issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Conversion Price on Shares sold in the Closing Date or on Offering held as of the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceapproval (“Subscriber Consent”), and (vivii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the exercise of Warrants foregoing even if issued by a predecessor acquired in connection with a business combination, merger or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date share exchange (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or not issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.75 per share, being the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Series F Preferred Stock issued hereunder, without Subscriber Consent other than with regard to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such SubscriberExcepted Issuances.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Buyers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Buyers, (iii) issuance of securities in connection with the acquisition of additional patents to expand the Company’s patent portfolio, (iv) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (ivv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Final Closing Date, (vvi) an aggregate issuance by the Company of not more than $600,000 of current indebtedness to current employees securities resulting from the conversion of the Company at valuations Series C Preferred Stock, the Series D Preferred Stock or the Notes issued pursuant to this Agreement, (vii) the Company’s issuance of not less than Common Stock or the greater issuances or grants of the Conversion Price on the Closing Date or on the applicable date of issuances options to purchase Common Stock to consultants and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceservice providers, and (viviii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the exercise of Warrants foregoing even if issued by a predecessor acquired in connection with a business combination, merger or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date share exchange (collectively, the foregoing (i) through (viviii) are “Excepted Issuances”), if at any time during the Notes or Warrants are outstandingperiod beginning on the Final Closing Date and ending twelve (12) months thereafter, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.005 per share, being the pre-Reverse Split Conversion Price of the Notes hereunder, or as in effect at such time, or if less than time (the Warrant exercise price in effect at such time, without the consent of the Subscribers“Lower Price Issuance”), then the Company shall issue, for each issue such occasion, additional number of shares of Common Series C Preferred Stock such that the Buyer shall hold that number of Conversion Shares, in total, had such Buyer purchased the Notes with a Conversion Price equal to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common StockIssuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Buyers set forth in this Section 12 1(d) are in addition to any other rights the Subscriber has Buyers have pursuant to this Agreement, the Note, any Transaction Document, and Series C Preferred Stock Certificate of Designation or any other agreement referred to or entered into in connection herewith or to which such Subscriber Buyers and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms existence of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribermultiple bases therefore.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports Closing Date including the permissible amendment thereof after the Closing Date, and which securities are also described on Schedule 12(a5(d), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement Agreement, and (vi) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers as set forth on the unamended terms in effect on the Closing Date Schedule 12(b) (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by Subscriber, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by Subscriber, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a11(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (viv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, and (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date which are described on Schedule 5(d), (collectively, the foregoing (i) through (viiv) are “Excepted Issuances”), if at any time the Notes or Warrants Subscribers are outstandingholders of the Common Stock, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Share Purchase Price in effect at such time(as appropriately adjusted for any stock splits, reverse stock splits, reclassifications, combinations or if less than the Warrant exercise price in effect at such time, without the consent of the Subscriberssimilar events), then the Company shall issue, for each such occasion, issue to the Subscriber additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance its common stock so that the average per share purchase price Share Purchase Price of the total shares of Common Stock issued to each the Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is shall be equal to such other lower price per share and the Conversion Lower Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common StockIssuance. Common Stock stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as provided such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on or that have been issued prior to the Closing Date (collectivelyDate, the issuance of which has been disclosed in a report filed not less than five (5) days prior to the Closing Date, and (iv) the payment of any interest on prior outstanding notes and/or liquidated damages contemplated by prior agreements (collectively the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstandingBuyer owns any Shares, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Exercise Price in effect at such time, or if less than the Warrant exercise price Exercise Price in effect at such time, without the consent of the SubscribersBuyer, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber the Buyer respecting those Notes, Warrants, and Shares that remain outstanding are then still owned by the Buyer at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still purchased and owned by a Subscriber) the Buyer as of the date of the Lower Price Issuance is equal to such other lower price per share and share. Other than in connection with Excepted Issuances, if at any time Options are outstanding, if the Conversion Company shall agree to a Lower Price and Warrant exercise price Issuance, then the Exercise Price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) the Company’s issuance of securities as full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing DateDate or contemplated to be amended or adopted as described on Schedule 5(d), (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed as identified in the Reports and which securities are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date thereof (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time when the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, including securities issued in a Qualified Offering, without the consent of the Subscribersa Majority in Interest, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares Notes and average exercise price in relation to of the Warrant Shares Warrants shall be calculated separately for the Conversion Shares Notes and Warrant SharesWarrants. The delivery to foregoing notwithstanding, in connection with a Subscriber Qualified Offering the Conversion Price of the additional shares Notes shall be adjusted based on the issue price of Common Stock shall be not later than and conversion price of equity and debt instruments issued and issuable in the closing date Qualified Offering and the exercise price of the transaction giving rise to Warrants will be adjusted based on the requirement to issue additional shares exercise price of Common Stock. Each Subscriber is granted Stock purchase warrants issued and issuable in the registration rights described in Section 11 hereof in relation to such additional shares of Common StockQualified Offering. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock adjustment described above upon the sooner of (A) public announcement of, (B) the agreement to to, or (C) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. Stock issued, or deemed to have been issued, pursuant to a convertible instrument (including convertible notes, convertible preferred stock, warrants and any other direct or indirect right to acquire equity of the Company) shall be deemed to have been issued for a price equal to the actual cash consideration received by the Company for the convertible instrument and not the face value or stated value of said convertible instrument, if such face value or stated value differs from the actual cash consideration received by the Company as consideration for the convertible instrument. By way of example, if a convertible instrument with a face value of $1,000 is sold at an original issue discount for $900, then the issuance price for any stock into which the convertible instrument is convertible shall be calculated based upon the $900 amount actually received by the Company as consideration for the convertible instrument and not upon the $1,000 face value of the convertible instrument. The rights of each Subscriber Subscribers set forth in this Section 12 12(a) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each At any time when the Notes or Warrants are outstanding, the Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such the Subscriber has rights as described in Section 12(a12(b), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrightsequal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) employee stock option or equity plans, as such plans are constituted on the Closing Date, Date (iv) the issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date including the permissible amendment thereof after the Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on Agreement, and (vi) the unamended terms in effect on Company’s issuance of Common Stock or the Closing Date issuances or grants of options to purchase Common Stock to consultants and service providers, provided the grant or award is approved by a majority of the board of directors and a majority of the independent directors (non-employee directors) of the Company (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time for a period of eighteen (18) months following the date on which the Notes or Warrants are outstandingconverted (the “Adjustment Period”), the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $1.00 (the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time“Lower Price”), without the consent of the Subscribers, then the Company shall issue, for each such occasion, promptly issue additional shares of Common Stock (“Ratchet Shares”) to each Subscriber respecting those Notesthe Subscribers so that the total amount of shares received by the Subscribers (conversion shares plus Ratchet Shares) shall equal what the Subscribers would have received if the Conversion Price, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is conversion, was equal to such other lower Lower Price (this is intended to be a “full ratchet” adjustment). For example, if a Subscriber converts Notes with a principal amount of $700,000 at a conversion price of $1.40 per share (equaling 500,000 shares) and then the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the Company issues additional shares of Common Stock shall be not later than at $0.70 per share during the closing date of Adjustment Period, the transaction giving rise to the requirement to Company will issue an additional 500,000 shares of on Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation Stock to such additional Subscriber ($700,000/1,000,000 shares of Common Stock= $0.70 per share). Except with respect to Excepted Issuances, Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by a Majority in Interest, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by a Majority in Interest, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing DateDate or contemplated to be amended or adopted as described on Schedule 5(d), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Additional Investment Rights or Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, (vi) the offering and issuance, in one or more closings (whether prior to and/or after the Closing Date), including without limitation the Previous Offerings, of an additional principal amount of Notes equal to up to $4.0 million less the aggregate Purchase Price paid by the Subscribers hereunder and the issuance of corresponding Warrants and Additional Investment Rights, each on substantially the same terms and conditions as granted or issued pursuant to this Agreement (except for permitted beneficial ownership/blocker provisions and except that all time effective clauses of any Additional Offering shall be the same as those applicable to the Previous Offerings including actual commencement and end dates) for which a closing must be completed on or before June 30, 2012 (each, an “Additional Offering”), and (vii) as a result of the exercise of Additional Investment Rights or Warrants or conversion of Notes which are granted or issued in any Additional Offering (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribersa Majority in Interest, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of (A) the agreement to or (B) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. A convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance will be deemed to have been issued for the actual cash amount received by the Company in consideration of such convertible instrument. The rights of each Subscriber Subscribers set forth in this Section 12 12(a) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the board of directors or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price effect on the Closing Date or on including the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to permissible amendment thereof after the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceclosing date, and (viv) as a result of the exercise of Warrants or conversion of Notes notes which are granted or issued pursuant to this Agreement on Agreement, (vi) the unamended Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers, and (v) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in effect on the Closing Date connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time prior to the Notes or Warrants are outstandingfive (5) year anniversary of the date of this Agreement (the “Expiration Date”), the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price Unit price per share of Common Stock hereunder (disregarding any value attributable to the Warrants) in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each issue such occasion, additional number of shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares of Common Stock and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, any Transaction Documentor the Warrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms existence of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribermultiple basis therefore.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity entity, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements arrangements, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes Preferred Stock which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes Preferred Stock or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity Person at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, time or if less than the Warrant exercise price in effect at such time, as applicable, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price price, as applicable, shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of (A) the agreement to or (B) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price price, as applicable, in effect upon such issuance. A convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance will be deemed to have been issued for the actual cash amount received by the Company in consideration of such convertible instrument. The rights of each Subscriber the Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NotePreferred Stock, Warrants or any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms The provisions of any other offering in connection with which such Subscriber has rights as described in this Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of ) shall no longer apply following the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such SubscriberCovenant Period.

Favored Nations Provision. Other than in connection with the Excepted Issuances, from the date of this Warrant and until the first to occur between (i) the date which all the warrants have been exercised by Holder under this Warrant or (ii) the Termination Date, if the Company shall issue (the "Lower Price Issuance") any Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Exercise Price in effect at such time, without the written consent of Holder, then the Exercise Price shall automatically be reduced to such other lower price of the Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock which are issued in the Lower Price Issuance. Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock issued by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed to have been issued for a price per share as determined in good faith by the Company Board of Directors. "Excepted Issuances" shall be issuances by the Company of its Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (i) in full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, capital; (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, capital; (iii) to any consultant, advisor, employee or member of the Company’s issuance Board of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees Directors of the Company at valuations or any of not less than the greater of the Conversion Price on the Closing Date its subsidiaries for services provided or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not to be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and provided; (viiv) as a result of the exercise of Warrants or conversion of Notes which are granted or any warrants issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, by the Company shall agree to Holder or issue the conversion under any convertible promissory note issued by the Company to Holder; and (v) as a result of the “Lower Price Issuance”) conversion or exercise of any Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (or modify any which are issued and outstanding as of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such timedate of this Warrant, or if less than the Warrant exercise price in effect at such timeincluding, without the consent of the Subscriberslimitation, then all warrants and promissory notes issued by the Company to Holder. The provisions of this Section 3 d) shall issue, not apply to the Exercise Price for each such occasion, additional shares of Common Stock any warrants which have been exercised by Holder prior to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time date of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such SubscriberIssuance.

Favored Nations Provision. Other (a) Commencing upon the Automatic Conversion, other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Exempt Issuances”), if at any time within two (2) years after the Notes or Warrants are outstandingAutomatic Conversion, and provided the Purchasers still own the shares of Common Stock issuable upon the Automatic Conversion, the Company shall offer, issue or agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, $0.0001 without the consent of the Subscriberseach Purchaser, then the Company shall issueshall, for each such occasion, issue additional shares of Common Stock to each Subscriber Purchaser respecting those Notes, Warrants, and Shares shares of Common Stock issuable upon the Automatic Conversion that remain outstanding and in the hands of such Purchaser at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber the Purchaser (of only the Common Stock or Warrant Shares still owned by a Subscriberthe Purchaser) is equal to such other lower price per share. In addition to the foregoing, other than in connection with the Exempt Issuances, if at any time commencing on the second anniversary of the Automatic Conversion and terminating on the fourth anniversary of the Automatic Conversion, and provided the Purchasers still own the shares of Common Stock issuable upon the Automatic Conversion, the Company shall make a Lower Price Issuance of any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share and the Conversion Price and Warrant or conversion or exercise price per share which shall automatically be reduced less than $0.0001 without the consent of each Purchaser, then the Company shall, for each such occasion, issue additional shares of Common Stock to each Purchaser respecting those shares of Common Stock issuable upon the Automatic Conversion that remain outstanding and in the hands of such Purchaser at the time of the Lower Price Issuance so that the average per share price of the shares of Common Stock issued to the Purchaser (of the Common Stock still owned by the Purchaser) is equal to an average of (i) the per share price paid by the Purchaser for the shares of Common Stock issuable upon the Automatic Conversion that remain outstanding and in the hands of such Purchaser at the time of the Lower Price Issuance, and (ii) such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Sharesper share. The delivery to a Subscriber the Purchaser of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber The Purchaser is granted the registration rights described in Section 11 7 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance$0.0001. The rights of each Subscriber the Purchaser set forth in this Section 12 8 are in addition to any other rights the Subscriber Purchaser has pursuant to this Agreement, the Note, any Transaction DocumentWarrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber the Purchaser and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, and (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date which are described on Schedule 5(d), (collectively, any issuance under any of the foregoing (i) through (viiv) are an “Excepted IssuancesIssuance”), if at any time until the Notes three (3) year anniversary of the Closing Date, a Subscriber then holds any Common Shares or Warrants are outstandingWarrant Shares, and the Company shall agree to or issue issues in an issuance that is not an Excepted Issuance (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers$0.14, then the Company shall issue, for each issue to any such occasion, Subscribers such additional shares of Common Stock necessary so that the average purchase price of the total shares of Common Shares and Warrant Shares then held by each such Subscriber shall be equal to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that based on an original purchase price for the average per share Common Shares and deemed original purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock$0.14. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers and the Common Stock issuable in connection therewith is issued at not less than $.09 per share of Common Stock, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers and the Common Stock issuable in connection therewith is issued at not less than $.09 per share of Common Stock, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports Closing Date and which securities are also described on Schedule 12(a5(d), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement Agreement, (vi) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers as set forth on Schedule 12(b), and (vii) an issuance of up to $43,000 of convertible promissory notes and warrants at a conversion price and warrant exercise price of $0.10 to “friends and family” of the unamended terms in effect on the Closing Date Company which promissory notes and warrants and supporting documents do not contain any registration rights, or reset provisions (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Final Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of issuance by the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months resulting from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or the Preferred Stock issued pursuant to this Agreement on Agreement, (vi) the unamended Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Preferred Shares sold in the Offering, voting as a group, held as of the date of approval (“Subscriber Consent”), (vii) the securities issued in connection with purchase of the Yappn Assets, and (viii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in effect on the Closing Date connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time term during the Notes or Warrants are outstandingperiod beginning on the Closing Date and ending twelve (12) months thereafter, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.10 per share, being the Conversion Price per share price of the Preferred Stock hereunder (disregarding any value attributable to the Warrants) or as in effect at such time, or if less than the Warrant exercise price in effect at such time, without Subscriber Consent (the consent of the Subscribers“Lower Price Issuance”), then the Company shall issue, for each issue such occasion, additional shares number of Common Stock to each Subscriber respecting those Notes, Warrants, and Preferred Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to reflect such other lower priceprice such that the Subscriber shall hold that number of Units, in total, had such Subscriber paid a per Unit price equal to the Lower Price Issuance. The average Conversion Purchase Price of the Conversion Preferred Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Preferred Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2(d) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the Note, any Transaction DocumentSeries A Preferred Stock Certificate of Designation or the Warrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms existence of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribermultiple basis therefore.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities as the foregoing are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date, (v) an aggregate issuance by the Company of not more than $600,000 securities resulting from the exercise of current indebtedness Warrants, (vi) the Company’s issuance of Common Stock or the issuances or grants of options to current employees purchase Common Stock to consultants and service providers approved by a majority in amount of the Company at valuations of not less than Common Shares sold in the greater Offering held as of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceapproval (“Subscriber Consent”), and (vivii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the exercise of Warrants foregoing even if issued by a predecessor acquired in connection with a business combination, merger or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date share exchange (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.03 per share, being the Conversion Price per share price of Common Stock hereunder (disregarding any value attributable to the Warrants) or as in effect at such time, or if less than the Warrant exercise price in effect at such time, without Subscriber Consent (the consent of the Subscribers“Lower Price Issuance”), then the Company shall issue, for each issue such occasion, additional shares number of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced and the number of Warrant Shares increased to reflect such other lower priceprice for the Common Shares and if additional Common Shares are required to be issued, the additional number of Warrants that would have been issuable on the basis of the Warrants issued pursuant to this Agreement (100%) such that the Subscriber shall hold that number of Units, in total, had such Subscriber paid a per Unit price equal to the Lower Price Issuance. The average Conversion Purchase Price of the Conversion Common Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Common Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 10 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, Agreement or the Note, any Transaction DocumentWarrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms existence of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribermultiple basis therefore.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as provided such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on or that have been issued prior to the Closing Date (collectivelyDate, the issuance of which has been disclosed in a report filed not less than five (5) days prior to the Closing Date, and (iv) the payment of any interest on prior outstanding notes and/or liquidated damages contemplated by prior agreements (collectively the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes Buyer owns any Common Stock from the conversion of notes or Warrants are outstandingexercise of warrants, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant warrant exercise price in effect at such time, without the consent of the SubscribersBuyer, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber the Buyer respecting those Notes, Warrants, conversion shares and Shares warrant shares that remain outstanding are then still owned by the Buyer at the time of the Lower Price Issuance so that the average per share purchase price of the Shares or warrant shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still purchased and owned by a Subscriber) the Buyer on the date of the Lower Price Issuance is equal to such other lower price per share and share. Other than in connection with Excepted Issuances, if at any time notes or warrants are outstanding, if the Company shall agree to a Lower Price Issuance, then the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with with: (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Holders, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Holders, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(dapproved by the Board of Directors of the Company in an amount not to exceed fifteen (15%) as such plans are constituted of the outstanding primary shares of the Company on the Closing Datedate of issuance, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports Closing Date including the permissible amendment thereof after the Closing Date, and which securities are also described on Schedule 12(apursuant to (v) above), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on Agreement, and (vi) the unamended terms in effect on Company’s issuance of Common Stock or the Closing Date issuances or grants of options to purchase Common Stock to consultants and service providers approved by the Board of Directors other than as consideration for capital raising (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are Debenture is outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, time (or if less than the Warrant exercise provide other value to such person or entity in connection with an equivalent price in effect at such timeissuance or Lower Price Issuance), without the consent of the SubscribersHolders, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower priceprice and the Holders shall be entitled to receive any additional consideration as shall be issued to such person or entity. The average Conversion Price provisions of this Section 6 shall terminate eighteen (18) months of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stockthis Debenture. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock Securities issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Holders set forth in this Section 12 6 are in addition to any other rights the Subscriber has Holders have pursuant to this Agreement, Agreement or the Note, any Transaction Document, Debentures and any other agreement referred to or entered into in connection herewith or to which such Subscriber Holders and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other For a period of two (2) years from the Closing Date, other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, and directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of issuance by the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months resulting from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted the Shares, (vi) the Company’s issuance of up to 450,000 shares of Common Stock to its advisors pursuant the independent contractor agreements dated October 1, 2014, and (vii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in connection with a business combination, merger or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date share exchange (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity (including issuances to service providers or consultants) at a price per share or conversion or exercise price per share which shall be less than $0.30 per share, being the Conversion Price per share price of the Shares hereunder (disregarding any value attributable to the Warrants) or as in effect at such time, or if less than (the Warrant exercise price in effect at such time, without the consent of the Subscribers“Lower Price Issuance”), then the Company shall issue, subject to the Adjustment Limitation, to the Subscribers such number of additional Units to reflect such lower price for each the Shares such occasionthat the Subscribers shall hold such number of Units, additional shares of Common Stock in total, had Subscribers paid a per Unit price equal to each Subscriber respecting those Notes, Warrantsthe Lower Price Issuance; provided further the Company shall lower the Warrant exercise price to the price that is the product of: (i) one hundred and twenty five percent (125%), and Shares that remain outstanding at (ii) the time issuance price of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common StockIssuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, or the Note, any Transaction DocumentWarrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given The Company shall be required to make one or many adjustments with respect to a Lower Price Issuance provided that the right to elect to substitute any term or terms provisions of any other offering this Section 2(d) remain in connection with which such Subscriber has rights as described in full force and effect. For purposes of this Section 12(a2(d), or any outstanding price protectionall parties to this Agreement agree that the “Adjustment Limitation” limits the number of additional Units issuable to a Subscriber pursuant to this Section 2(d) to that number of additional Units that would result in that Subscriber’s beneficial ownership, anti-dilution or reset rights granted along will all other shares of Common Stock beneficially owned by that Subscriber, to any holder of any exceed 4.99% of the Company’s equity or right to receive outstanding shares of Common Stock and that the Warrant underlying such equity, or any additional Units shall contain similar beneficial ownership limitations on the exercise of such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriberunderlying Warrant.”

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the board of directors or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price effect on the Closing Date or on including the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to permissible amendment thereof after the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceclosing date, and (viv) as a result of the exercise of Warrants or conversion of Notes notes which are granted or issued pursuant to this Agreement on Agreement, (vi) the unamended Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers, and (vii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in effect on the Closing Date connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time within twenty-four (24) months from the Notes or Warrants are outstandingdate hereof, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price Unit price per share of Common Stock hereunder (disregarding any value attributable to the Warrants) in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each issue such occasion, additional number of shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares of Common Stock and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 2 are in addition to any other rights the Subscriber has have pursuant to this Agreement, Agreement or the Note, any Transaction DocumentWarrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms existence of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.multiple basis therefore

Favored Nations Provision. The following provisions in this Section 2(d) shall only apply to the Common Stock underlying the Notes and the Warrants and such provisions under this Section 2(d) shall not apply to the Common Stock underlying the Series B Warrants. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Final Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of issuance by the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months resulting from issuance, and (vi) as a result of the exercise of Warrants or conversion of the Notes which are granted or issued pursuant to this Agreement on Agreement, and (vi) any and all securities required to be assumed by the unamended Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in effect on the Closing Date connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time during the Notes or Warrants are outstandingperiod beginning on the Closing Date and ending twelve (12) months thereafter, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.10 per share, being the Conversion Price conversion price of the Notes issued hereunder (disregarding any value attributable to the Warrants) or as in effect at such time, or if less than the Series A Warrant exercise price in effect at such time, without Subscriber Consent (the consent of the Subscribers“Lower Price Issuance”), then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase conversion price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price Note shall automatically be reduced to reflect such other lower price and the exercise price of the Series A Warrant shall automatically be reduced to reflect such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2(d) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the Note, any Transaction DocumentNote or the Warrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms existence of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribermultiple basis therefore.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports Closing Date including the permissible amendment thereof after the Closing Date, and which securities are also described on Schedule 12(a5(d), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement Agreement, and (vi) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers as set forth on the unamended terms in effect on the Closing Date Schedule 12(b) (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by a Majority in Interest, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by a Majority in Interest, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing DateDate or contemplated to be amended or adopted as described on Schedule 5(d), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Additional Investment Rights or Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, (vi) the offering and issuance, in one or more closings, of an additional principal amount of Notes equal to up to $4.0 million less the aggregate Purchase Price paid by the Subscribers hereunder and the issuance of corresponding Warrants and Additional Investment Rights, each on substantially the same terms and conditions as granted or issued pursuant to this Agreement (except for permitted beneficial ownership/blocker provisions and except that all time effective clauses of any Additional Offering shall be the same as those applicable to the Offering including actual commencement and end dates) for which a closing must be completed on or before February 28, 2012 (“Additional Offering”), and (vii) as a result of the exercise of Additional Investment Rights or Warrants or conversion of Notes which are granted or issued in any Additional Offering (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribersa Majority in Interest, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of (A) the agreement to or (B) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. A convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance will be deemed to have been issued for the actual cash amount received by the Company in consideration of such convertible instrument. The rights of each Subscriber Subscribers set forth in this Section 12 12(a) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other For a period of two (2) years from the Closing Date, other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, and directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of issuance by the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months resulting from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted the Shares, (vi) the Company’s issuance of up to 450,000 shares of Common Stock to its advisors pursuant the independent contractor agreements dated October 1, 2014, and (vii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in connection with a business combination, merger or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date share exchange (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity (including issuances to service providers or consultants) at a price per share or conversion or exercise price per share which shall be less than $0.30 per share, being the Conversion Price per share price of the Shares hereunder (disregarding any value attributable to the Warrants) or as in effect at such time, or if less than (the Warrant exercise price in effect at such time, without the consent of the Subscribers“Lower Price Issuance”), then the Company shall issueissue the Subscriber such number of additional Units to reflect such lower price for the Shares such that the Subscriber shall hold such number of Units, for each such occasionin total, additional shares of Common Stock had Subscriber paid a per Unit price equal to each Subscriber respecting those Notes, Warrantsthe Lower Price Issuance; provided further the Company shall lower the Warrant exercise price to the price that is the product of: (i) one hundred and twenty five percent (125%), and Shares that remain outstanding at (ii) the time issuance price of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common StockIssuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, or the Note, any Transaction DocumentWarrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is The Company shall be required to be given make one or many adjustments with respect to such Subscribera Lower Price Issuance provided that the provisions of this Section 2(d) remain in full force and effect.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the CompanyIssuer’s or any Subsidiary’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, or (iii) the CompanyIssuer’s issuance of Common Stock or securities which are offset by the issuances or grants return to treasury stock by Ice Nine, L.L.C. of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on sufficient to raise the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a)additional capital without dilution to other Issuer stockholders, (vas contemplated by Section 1(G) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations Merger Agreement dated as of not less than March 29, 2010, as amended, among the greater of the Conversion Price on the Closing Date or on the applicable date of issuances Issuer, CDSS Merger Corporation and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceGreen Energy Management Services, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Inc. (collectively, the foregoing (i) through (viiii) are “Excepted Issuances”), if at any time during the Notes or Warrants are outstandingeleven (11) months after the Filing Deadline Date (as defined in Section 6.2(a)), the Company Note or Shares are owned by the Investor, the Issuer shall issue or agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Purchase Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price Investors holding a majority of the shares of Common Stock issued pursuant to each Subscriber (the private placement of only which the Common Stock or Warrant Shares still owned by are a Subscriber) is equal to such other lower price per share and part, then the Conversion Purchase Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of price and the Conversion Shares and average exercise price in relation Issuer shall issue to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the Investor additional shares of Common Stock shall be not later than or adjust the closing date conversion rate of the transaction giving rise to Note so that the requirement to issue additional average Purchase Price of the total shares of Common Stock. Each Subscriber is granted Stock issued to the registration rights described in Section 11 hereof in relation Investor shall be equal to such additional shares of Common Stockthe price per share based on the Lower Price Issuance. Common Stock issued or issuable by the Company Issuer for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.01 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber Investor has pursuant to this Agreement, the Note, any Transaction Document, Agreement and any other agreement referred to or entered into in connection herewith or to which such Subscriber Investor and Company Issuer are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date Appropriate adjustments shall be made for any term stock splits, reverse stock splits, reclassifications, combinations or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribersimilar events.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsentity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the board of directors or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date including the permissible amendment thereof after the closing date, (v) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers, and (vi) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time after the Notes or Warrants are outstandingdate hereof, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise per Share price hereunder in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each issue such occasion, additional number of shares of Common Stock to each the Subscriber respecting those Notessuch that the Subscriber will have received in total under this Agreement, Warrants, and Shares that remain outstanding at number of shares of Common Stock had such Subscriber paid a per Share purchase price equal to the time per share price of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common StockIssuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 2 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary: (i) the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right existence of multiple basis therefore and (ii)no adjustment to receive such equity, or any such rights which are granted after the Closing Date effective per Share purchase price shall be made for any term or terms of Lower Price Issuance that is made by the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) Company that is required to be given to such Subscriberbelow $0.20.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by a Majority in Interest, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, and which have been approved by a Majority in Interest, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, (vi) convertible debentures and common stock purchase warrants issued on terms described in Schedule 12(a) on terms no more favorable than the Offering for compensation set forth on Schedule 12(a) and (vii) the securities set forth on Schedule 12(a) (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other In connection with the Subscriber’s purchase of Units hereunder, for a period beginning on the Closing Date and ending on the date that is the earlier of (i) eighteen (18) months from the Final Closing Date and (ii) the date the Company’s Common Stock is listed for trading on a national securities exchange (which, for purposes hereof shall mean The New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market), other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance shares of Common Stock or the issuances or grants of options to purchase Common Stock issued to employees, directors, and consultantsofficers, employees or consultants of the Company pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Dateany Approved Stock Plan, (iv) securities upon provided that the exercise or exchange of or conversion price of any securities exercisable such options is not lowered after issuance by subsequent amendment thereof, none of such options are amended subsequent to issuance to increase the number of shares issuable thereunder and none of the terms or exchangeable for or convertible into conditions of any such options are subsequent to issuance otherwise materially changed in any manner that adversely affects any of the Subscribers; (ii) the issuance of shares of Common Stock issued and outstanding on upon the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date conversion or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants Convertible Securities or conversion of Notes which are granted contractual agreements (other than options to purchase Common Stock or other equity incentive awards issued pursuant to this Agreement on an Approved Stock Plan that are covered by clause (i) above) issued prior to the unamended date hereof, provided that the conversion price of any such Convertible Securities (other than options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered by subsequent amendment, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are subsequently amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in effect on any manner that adversely affects any of the Closing Date Subscribers; and (iii) the shares of Common Stock issuable upon conversion of the Preferred Shares or the Warrants (collectively, the foregoing (i) through (viiii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.75 per share, being the Conversion Price in effect at such time, per share price of the Shares hereunder (disregarding any value attributable to the Warrants) or if less than the Warrant exercise price as in effect at such time, without the consent of the SubscribersLead Investors (as defined herein) (the “Lower Price Issuance”) and other than with regard to Excepted Issuances, then the Company shall issueissue the Subscriber such number of additional Units to reflect such lower price for the Units such that the Subscriber shall hold such number of Units, for each such occasionin total, additional shares of Common Stock had Subscriber paid a per Unit price equal to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant with any fractional Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation rounded up to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stocknearest whole number). Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.01 per share of Common Stock. Notwithstanding the foregoing, any Subscriber who elected to receive Units consisting of Preferred Shares and Warrants shall have the right to receive such additional Warrants as proscribed herein but not additional Preferred Shares and all “Favored Nations” rights of the Preferred Shares shall be governed by the Series C Certificate of Designation. Notwithstanding anything herein or in any other agreement to the contrary, the Company shall only be required to make a single adjustment with respect to any individual Lower Price Issuance, regardless of the existence of multiple basis therefore. For purposes of this Section 2(d), “Approved Stock Plan” shall mean any employee benefit plan which has been approved by the issuance and adjustment described in this paragraph, the issuance board of any security directors of the Company carrying on or prior to the right date hereof pursuant to convert which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such (including, without limitation, any adjustments to the number of shares reserved for issuance thereunder as a result of the operation of any evergreen provisions), “Convertible Securities” shall mean any stock or other security into (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock, and “Options” shall mean any rights, warrants or options to subscribe for or purchase shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such SubscriberConvertible Securities.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s 's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s 's issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(dSCHEDULE 5(D) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price effect on the Closing Date or including the permissible amendment thereof after the Closing Date, and described on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceSCHEDULE 5(D), and (viv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted "EXCEPTED Issuances”"), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”"LOWER PRICE ISSUANCE") any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity entity, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements arrangements, so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a11(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (viv) as a result of the exercise of Warrants or conversion of Notes Preferred Stock which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes Preferred Stock or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity Person at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, time or if less than the Warrant exercise price in effect at such time, as applicable, without the unanimous consent of all of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price price, as applicable, shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of (A) the agreement to or (B) actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price price, as applicable, in effect upon such issuance. The rights of each Subscriber the Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NotePreferred Stock, Warrants or any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing DateDate and including an additional 4,000,000 share amendment to such plans disclosed on Schedule 5(d) and contemplated to be effective on or about September 16, 2011, provided however, that after the Notes are no longer outstanding, such plans may be increased or modified and such increased shares shall be included in this clause (iii), (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price effect on the Closing Date or including the permissible amendment thereof after the Closing Date, and described on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceSchedule 5(d), and (viv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes A convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance and adjustment described in this paragraph, will be deemed to have been issued for the issuance of any security of actual cash amount received by the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance consideration of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuanceinstrument. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsentity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the board of directors or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date including the permissible amendment thereof after the closing date, (v) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers, and (vi) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time after the Notes or Warrants are outstandingdate hereof, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise per Share price hereunder in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each issue such occasion, additional number of shares of Common Preferred Stock to each the Subscriber respecting those Notessuch that the Subscriber will have received in total under this Agreement, Warrants, and Shares that remain outstanding at number of shares of Preferred Stock had such Subscriber paid a per Share purchase price equal to the time per share price of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common StockIssuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 2 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary: (i) the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right existence of multiple basis therefore and (ii) no adjustment to receive such equity, or any such rights which are granted after the Closing Date effective per Share purchase price shall be made for any term or terms of Lower Price Issuance that is made by the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) Company that is required to be given to such Subscriberbelow $0.20.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsentity, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightscapital, (iii) issuance of securities in connection with the acquisition of assets or transactions related to the Company’s business as conducted on the Closing Date, (iv) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (ivv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, (vi) an issuance by the Company of securities resulting from the conversion of the Notes issued pursuant to this Agreement, (vii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers, and (viii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing (collectively, the foregoing (i) through (viviii) are “Excepted Exempt Issuances”), if at any time during the Notes or Warrants are outstandingperiod beginning on the Closing Date and ending twelve (12) months thereafter, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $1.00 per share, being the Conversion Price of the Notes hereunder, or as in effect at such time, or if less than time (the Warrant exercise price in effect at such time, without the consent of the Subscribers“Lower Price Issuance”), then the Company shall issue, for each issue such occasion, additional number of shares of Common Stock or preferred stock convertible into Common Stock such that the Buyer shall hold that number of Conversion Shares, in total, had such Buyer purchased the Notes with a Conversion Price equal to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common StockIssuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Buyers set forth in this Section 12 1(d) are in addition to any other rights the Subscriber has Buyers have pursuant to this Agreement, the Note, any Transaction Document, and or any other agreement referred to or entered into in connection herewith or to which such Subscriber Buyers and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms existence of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribermultiple bases therefore.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights other than piggy-back rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights other than piggy-back rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) up to 5,000,000 shares per year issued to legitimate third party service providers and consultants; (v) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price effect on the Closing Date or including the permissible amendment thereof after the Closing Date, and described on Schedule 5(b), (vi) securities issued pursuant to financing deals in place as of the applicable date hereof, specifically the purchase of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially shares by GEM Global Yield Fund as announced in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceBorrower’s Form 8-K filed with the SEC on July 11, 2012; and and (vivii) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersPurchasers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price provided however, if such Lower Priced Issuance is common stock, a convertible note or preferred stock the Warrant exercise price shall only be lowered to 125% of such lower price. In no event shall a Lower Price Issuance increase the Warrant exercise price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Purchasers set forth in this Section 12 8(j) are in addition to any other rights the Subscriber has Purchasers have pursuant to this Agreement, the NoteNotes, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Purchasers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than Except in connection with (i) the issuance of shares of Common Stock as a result of the exercise of options or warrants or conversion of convertible Notes or amounts which are granted, issued or accrue pursuant to this Agreement, or as described in the Reports or Other Written Information filed with the Commission or delivered to the Subscribers not later than two business days prior to the Closing Date prior to the Closing Date, (ii) the delivery of securities in full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as provided such issuances shares are not for the purpose of raising capital and which holders of issued in a financing related to such securities or debt are not at any time granted registration rightstransaction, (iiiii) the Company’s 's issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightscapital, (iiiiv) the Company’s 's issuance of Common Stock or the issuances issuance or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to the Company's stock option plans described on Schedule 5(d) and employee stock purchase plans as such plans are constituted they exist on the Closing DateDate which copies of such plans have been delivered to the Subscribers or which are adopted hereafter as permitted by Section 12(b) hereof, and (ivv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also as described on Schedule 12(a), ) (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, collectively the foregoing (i) through (vi) are “"Excepted Issuances”"), if at any time the Notes or Warrants are outstanding, outstanding the Company shall offer, issue or agree to or issue (the “Lower Price Issuance”) any Common Stock common stock or securities convertible into or exercisable for shares of Common Stock common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such timerespect of the Shares, or if less than the Warrant exercise price in effect at such timerespect of the Warrant Shares, without the consent of the Subscriberseach Subscriber holding Notes or Warrants, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price Exercise Prices shall automatically be reduced to such other lower priceprice per share. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or which may be issuable by as a result of the Company for no consideration or for consideration that cannot be determined at reduction of the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common StockConversion Price. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each the Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, Warrant, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriberherewith.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic mergerthe Excepted Issuances, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on from the date of this Agreement on Note and until the terms disclosed date which all amounts of principal and interest due and owing under the Note have been paid in the Reports and which securities full or are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Issuances”)converted into Common Stock, if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “"Lower Price Issuance”") any Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the written consent of the SubscribersHolder, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately Common Stock or securities convertible into or exercisable directly or indirectly for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than which are issued in the closing date of the transaction giving rise to the requirement to issue additional Lower Price Issuance. Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 a price per share of Common Stock. For purposes of the issuance and adjustment described as determined in this paragraph, the issuance of any security of good faith by the Company carrying Board of Directors. "Excepted Issuances" shall be issuances by the right to convert such security Company of its Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (i) in full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity so long as such issuances are not for the purpose of raising capital; (ii) in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital; (iii) to any consultant, advisor, employee or member of the Board of Directors of the Company or any of its subsidiaries for services provided or to be provided; (iv) as a result of the conversion of any warrant, right convertible promissory notes issued by the Company to Holder or option to purchase Common Stock shall as a result in the issuance of the additional exercise of any warrants issued by the Company to the Holder; and (v) as a result of the conversion or exercise of any securities convertible into or exercisable directly or indirectly for shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber issued and outstanding as of the date of this Note. The provisions of this Section 1.6 shall not apply to the notice described in Section 12(b) is required Conversion Price for any conversions which have been made under this Note prior to be given to such Subscriberthe date of the Lower Price Issuance.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.the

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic mergerthe Excepted Issuances, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on from the date of this Agreement on Note and until the terms disclosed date which all amounts of principal and interest due and owing under the Note have been paid in the Reports and which securities full or are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Issuances”)converted into Common Stock, if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “"Lower Price Issuance”") any Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the written consent of the SubscribersHolder, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately Common Stock or securities convertible into or exercisable directly or indirectly for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than which are issued in the closing date of the transaction giving rise to the requirement to issue additional Lower Price Issuance. Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 a price per share of Common Stock. For purposes of the issuance and adjustment described as determined in this paragraph, the issuance of any security of good faith by the Company carrying Board of Directors. "Excepted Issuances" shall be issuances by the right to convert such security Company of its Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (i) in full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of corporation or other entity so long as such issuances are not for the purpose of raising capital; (ii) in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital; (iii) to any consultant, advisor, employee or member of the Board of Directors of the Company or any of its subsidiaries for services provided or to be provided; (iv) as a result of the conversion of this Note, the Secured Note dated February 3, 2014 issued by the Company to Holder, as amended, or any and all warrants issued by the Company to the Holder, as amended; and (v) as a result of the conversion or exercise of any warrant, right securities convertible into or option to purchase Common Stock shall result in the issuance of the additional exercisable directly or indirectly for shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber issued and outstanding as of the date of this Note. The provisions of this Section 5 e) shall not apply to the notice described in Section 12(b) is required Conversion Price for any conversions which have been made under this Note prior to be given to such Subscriberthe date of the Lower Price Issuance.

Favored Nations Provision. Other For period of two years from the final Closing of the Offering (the “Obligation Period”), other than in connection with (i) full the issuance of shares of Common Stock or partial consideration in connection with a strategic mergerConvertible Securities issued to directors, acquisitionofficers, consolidation employees or purchase of substantially all consultants of the securities or assets Company pursuant to any Approved Stock Plan, provided that the exercise price of a corporation or other entity so long as any such issuances are Convertible Securities is not for the purpose of raising capital and which holders lowered after issuance by subsequent amendment thereof, none of such securities Convertible Securities is amended subsequent to issuance to increase the number of shares of Common Stock issuable thereunder and none of the terms or debt are not at conditions of any time granted registration rightssuch Convertible Securities is, subsequent to issuance, otherwise materially changed in any manner that adversely affects any of the Subscribers; (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on upon the conversion or exercise of Convertible Securities or contractual agreements issued prior to the date hereof, provided that the conversion price of this Agreement on any such Convertible Securities is not lowered by subsequent amendment, none of such Convertible Securities is subsequently amended to increase the number of shares issuable thereunder and none of the terms disclosed or conditions of any such Convertible Securities is otherwise materially changed in any manner that adversely affects any of the Reports Subscribers; (iii) the shares of Common Stock issuable upon conversion of the Shares; and which securities are also described on Schedule 12(a(iv) strategic acquisitions approved by Required Consent (as defined in this Section 5(g)), (v) an aggregate of which do not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date principally constitute financing transactions (collectively, the foregoing (i) through (viiv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue not, without the prior written consent of Subscribers holding at least 75% of the Shares then outstanding (such consent, the “Lower Price IssuanceRequired Consent”) issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.50 per share, being the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price issuable upon conversion of the Conversion Shares and average exercise price in relation being sold hereunder (the “Lower Price Issuance”). For purposes of this Section 5(g), “Approved Stock Plan” shall mean any employee benefit plan which has been approved by the board of directors of the Company on or prior to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery date hereof pursuant to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional which shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrantConvertible Securities, right or option including standard options to purchase Common Stock shall result Stock, and other equity incentive awards may be issued to any employee, officer or director for services provided to the Company in their capacity as such (including, without limitation, any adjustments to the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances number of shares of Common Stock upon exercise of such conversion or purchase rights if such reserved for issuance is at thereunder as a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.result of

Favored Nations Provision. Other From the date hereof until such time as no Subscriber holds any Securities, and except in respect of the issuance of Excluded Securities, in the event that the Company issues or sells any Common Stock, if a Subscriber then holding outstanding Securities reasonably believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to such investors than are the terms and conditions granted to the Subscribers hereunder, upon notice to the Company by such Subscriber after disclosure of such issuance or sale, the Company shall amend the terms of this transaction as to such Subscriber only so as to give such Subscriber the benefit of such more favorable terms or conditions. Notwithstanding anything to the contrary herein, in connection with the event the Company anticipates issuing or selling any Common Stock or Common Stock Equivalents (other than Excluded Securities) the Company shall provide each Subscriber five (5) business days’ notice of such intended issuance or sale. The failure by the Subscriber to notify the Company of an adjustment hereunder shall not preclude any rights of the Subscriber hereunder or its ability to enforce its rights hereunder. The waiver of any adjustment by the Subscriber hereunder shall not be deemed a waiver of any future adjustments to which such Subscriber may become entitled. “Excluded Securities” shall mean any (i) full shares of Common Stock or partial consideration standard options to purchase Common Stock issued to directors, officers or employees of the Company in their capacity as such pursuant to an Approved Stock Plan, provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the date hereof pursuant to this clause (i) do not, in the aggregate, exceed more than 15% of the Common Stock issued and outstanding immediately prior to the Closing Date and (B) the exercise price of any such options is not lowered after issuance by subsequent amendment thereof, none of such options are amended subsequent to issuance to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are subsequent to issuance otherwise materially changed in any manner that adversely affects any of the Subscribers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities or contractual agreements (other than options to purchase Common Stock or other equity incentive awards issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the date hereof, provided that the conversion price of any such Convertible Securities (other than options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered by subsequent amendment, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are subsequently amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Subscribers; and (iii) the shares of Common Stock issuable in connection with a strategic merger, acquisition, consolidation or consolidation, purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with a strategic license agreements and licenses agreement and/or other partnering arrangements so long as such issuances are not for provided that that (A) the primary purpose of raising such issuance is not to raise capital and which holders as determined in good faith by the Company, (B) the purchaser or acquirer of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on in such issuance solely consists of either (1) the date of this Agreement on the terms disclosed actual participants in the Reports and which securities are also described on Schedule 12(a)such strategic alliance or strategic partnership or financing transactions reasonably related thereto, (v2) an aggregate the actual owners of not more than $600,000 of current indebtedness to current employees such assets or securities acquired in such merger or acquisition or (3) the stockholders, partners or members of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceforegoing Persons, and (viC) the number or amount (as a result the case may be) of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only such Person by the Common Stock or Warrant Shares still owned by a Subscriber) is equal Company shall not be disproportionate to such other lower price per share and Person’s actual participation in such strategic alliance or strategic partnership or ownership of such assets or securities to be acquired by the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower priceCompany (as applicable). The average Conversion Price “Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Conversion Shares and average exercise price in relation Company prior to or subsequent to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery date hereof pursuant to a Subscriber of the additional which shares of Common Stock shall and standard options to purchase Common Stock may be not later than the closing date of the transaction giving rise issued to any employee, officer or director for services provided to the requirement Company in their capacity as such. “Convertible Securities” shall mean any stock or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to issue additional acquire, any shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation “Options” means any rights, warrants or options to such additional shares of Common Stock. Common Stock issued subscribe for or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into purchase shares of Common Stock or of any warrantConvertible Securities. “Person” means an individual, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible securitya limited liability company, warranta partnership, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber set forth in this Section 12 are in addition to joint venture, a corporation, a trust, an unincorporated organization, any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to entity or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), a government or any outstanding price protection, anti-dilution department or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriberagency thereof.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the CompanyIssuer’s or any Subsidiary’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, or (iii) the CompanyIssuer’s issuance of Common Stock or securities which are offset by the issuances or grants return to treasury stock by Ice Nine, L.L.C. of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on sufficient to raise the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a)additional capital without dilution to other Issuer stockholders, (vas contemplated by Section 1(G) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations Merger Agreement dated as of not less than March 29, 2010, as amended, among the greater of the Conversion Price on the Closing Date or on the applicable date of issuances Issuer, CDSS Merger Corporation and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceGreen Energy Management Services, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Inc. (collectively, the foregoing (i) through (viiii) are “Excepted Issuances”), if at any time during the Notes or Warrants are outstandingeleven (11) months after the Filing Deadline Date (as defined in Section 6.2(a)), the Company Shares are owned by the Investor, the Issuer shall issue or agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Purchase Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price Investors holding a majority of the shares of Common Stock issued pursuant to each Subscriber (the private placement of only which the Common Stock or Warrant Shares still owned by are a Subscriber) is equal to such other lower price per share and part, then the Conversion Purchase Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of price and the Conversion Shares and average exercise price in relation Issuer shall issue to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the Investor additional shares of Common Stock shall be not later than so that the closing date average Purchase Price of the transaction giving rise to the requirement to issue additional total shares of Common Stock. Each Subscriber is granted Stock issued to the registration rights described in Section 11 hereof in relation Investor shall be equal to such additional shares of Common Stockthe price per share based on the Lower Price Issuance. Common Stock issued or issuable by the Company Issuer for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.01 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber Investor has pursuant to this Agreement, the Note, any Transaction Document, Agreement and any other agreement referred to or entered into in connection herewith or to which such Subscriber Investor and Company Issuer are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date Appropriate adjustments shall be made for any term stock splits, reverse stock splits, reclassifications, combinations or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribersimilar events.

Favored Nations Provision. Other For a period of twelve (12) months from the Final Closing Date, other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of issuance by the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months resulting from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted the Shares, (vi) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Shares sold in the Offering held as of the date of approval (“Subscriber Consent”), and (vii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued pursuant to this Agreement on the unamended terms by a predecessor acquired in effect on the Closing Date connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.50 per share, being the Conversion Price in effect at such time, per share price of the Series C Preferred Stock hereunder (disregarding any value attributable to the Warrants) or if less than the Warrant exercise price as in effect at such time, without Subscriber Consent (the consent of the Subscribers“Lower Price Issuance”), then the Company shall issueissue the Subscriber such number of additional Units to reflect such lower price for the Shares such that the Subscriber shall hold such number of Units, for each such occasionin total, additional shares of Common Stock had Subscriber paid a per Unit price equal to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common StockIssuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the Note, any Transaction DocumentSeries C Preferred Stock or the Warrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms existence of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribermultiple basis therefore.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a5(d), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (viv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date initially applicable thereto (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to each the Subscriber respecting those Notes, Warrants, Conversion Shares and Warrants Shares that remain outstanding are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Conversion Shares and Warrant Shares still purchased and owned by a Subscriber) the Subscriber on the date of the Lower Price Issuance is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to connection with such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.0001 per share of Common Stock. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each The Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such the Subscriber has rights as described in Section 12(a12(b), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned or acquirable by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights and so long as such issuances are not for the primary purpose of raising capital, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a5(d), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of ; provided that the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders terms of such securities are not granted any registration rights and which securities will not be issued to amended, modified or changed on or after the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuancedate hereof, and (viv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date initially applicable thereto (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to each the Subscriber respecting those Notes, Warrants, Conversion Shares and Warrants Shares that remain outstanding are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Conversion Shares and Warrant Shares still purchased and owned by a Subscriber) the Subscriber on the date of the Lower Price Issuance is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to connection with such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.0001 per share of Common Stock. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each The Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such the Subscriber has rights as described in Section 12(a12(b), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned or acquirable by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other For a period of twenty-four (24) months from the Final Closing Date, other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of issuance by the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months resulting from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted the Shares, (vi) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Shares sold in the Offering held as of the date of approval (“Subscriber Consent”), and (vii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued pursuant to this Agreement on the unamended terms by a predecessor acquired in effect on the Closing Date connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.50 per share, being the Conversion Price in effect at such time, per share price of the Series E Preferred Stock hereunder (disregarding any value attributable to the Warrants) or if less than the Warrant exercise price as in effect at such time, without Subscriber Consent (the consent of the Subscribers“Lower Price Issuance”) and other than with regard to Excepted Issuances, then the Company shall issueissue the Subscriber such number of additional Units to reflect such lower price for the Shares such that the Subscriber shall hold such number of Units, for each such occasionin total, additional shares of Common Stock had Subscriber paid a per Unit price equal to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common StockIssuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the Note, any Transaction DocumentSeries E Certificate of Designation or the Warrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms existence of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribermultiple basis therefore.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Subscribers, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) that have been approved by a majority of the stockholders and a majority of the independent members of the board of directors of the Company or in existence as such plans are constituted on the Closing Datedate of this Agreement including plans of Be Active Brands assumed by the Company, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in effect on the Reports and which securities are also described on Schedule 12(a)Final Closing Date, (v) an aggregate of not more than $600,000 of current indebtedness to current employees of issuance by the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months resulting from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or the Preferred Stock issued pursuant to this Agreement on Agreement, (vi) the unamended Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers approved by a majority in amount of the Shares sold in the Offering, including the Preferred Stock, voting as a group, held as of the date of approval (“Subscriber Consent”), and (vii) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in effect on the Closing Date connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (vivii) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $0.23 per share, being the Conversion Price per share price of Common Stock (and Preferred Stock) hereunder (disregarding any value attributable to the Warrants) or as in effect at such time, or if less than the Warrant exercise price in effect at such time, without Subscriber Consent (the consent of the Subscribers“Lower Price Issuance”), then the Company shall issueissue such additional number of Shares or Preferred Shares, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrantsas the case may be, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced and the number of Warrant Shares increased to reflect such other lower priceprice for the Shares and if additional Shares of Common Stock are required to be issued, the additional number of Warrants that would have been issuable on the basis of the Warrants issued pursuant to this Agreement (i.e., 50%) such that the Subscriber shall hold that number of Units, in total, had such Subscriber paid a per Unit price equal to the Lower Price Issuance. The average Conversion Purchase Price of the Conversion Shares (or the Preferred Shares, as the case may be) of Common Stock and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 2(d) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the Note, any Transaction DocumentSeries A Preferred Stock Certificate of Designation or the Warrants, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term Notwithstanding anything herein or terms of in any other offering in connection agreement to the contrary, the Company shall only be required to make a single adjustment with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted respect to any holder of any Lower Price Issuance, regardless of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms existence of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscribermultiple basis therefore.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans approved by the Company’s shareholders and described on in Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Date, and (vi) any securities issued as compensation to any employee or director of the Company approved by the Company’s board of directors, including pursuant to employment contracts and provided all such issuances of securities are at a price per share or conversion or exercise price per share which is greater than the Conversion Price in effect at such time or the exercise price in effect at such time (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the Subscribers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 0.0001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of each Subscriber Subscribers set forth in this Section 12 12(a) are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Subscribers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders Purchasers of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Purchasers and the Common Stock issuable in connection therewith is issued at not less than $0.002 per share of Common Stock, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders Purchasers of such securities or debt are not at any time granted registration rightsrights equal to or greater than those granted to the Purchasers and the Common Stock issuable in connection therewith is issued at not less than $0.002 per share of Common Stock, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon Date and with the exercise or exchange approval of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees a majority of the Company at valuations board, consisting of not less than the greater a majority of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuanceindependent directors, and (viiv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date Agreement, (collectively, the foregoing (i) through (viiv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersPurchasers, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber respecting those Notes, Warrants, and Shares that remain outstanding at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock or Warrant Shares still owned by a Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant warrant exercise price in effect upon such issuance. The rights of each Subscriber Purchasers set forth in this Section 12 4.3 are in addition to any other rights the Subscriber has Purchasers have pursuant to this Agreement, the NoteNotes, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber Purchasers and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.

Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms disclosed in the Reports and which securities are also described on Schedule 12(a5(d), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (viv) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (viv) are “Excepted Issuances”), if at any time the Notes or Warrants are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time, or if less than the Warrant exercise price in effect at such time, without the consent of the SubscribersSubscriber, then the Company shall issue, for each such occasion, additional shares of Common Stock to each the Subscriber respecting those NotesConversion Shares, Warrants, Incentive Shares and Warrants Shares that remain outstanding are then still owned by the Subscriber at the time of the Lower Price Issuance so that the average per share purchase price of the shares of Common Stock issued to each Subscriber (of only the Common Stock Incentive Shares, Prior Purchase Shares, Prior Purchase Warrants, Prior Purchase Warrant Shares, Shares or Warrant Shares still purchased and owned by a Subscriber) the Subscriber on the date of the Lower Price Issuance is equal to such other lower price per share and the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Purchase Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Incentive Shares, Prior Purchase Shares, Prior Purchase Warrant Shares, Shares and Warrant Shares. The delivery to a Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. Each Subscriber is granted the registration rights described in Section 11 hereof in relation to connection with such additional shares of Common Stock. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.001 per share of Common Stock. The rights of each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith or to which such Subscriber and Company are parties. Each Subscriber is also given the right to elect to substitute any term or terms of any other offering in connection with which such Subscriber has rights as described in Section 12(a), or any outstanding price protection, anti-dilution or reset rights granted to any holder of any of the Company’s equity or right to receive such equity, or any such rights which are granted after the Closing Date for any term or terms of the Offering in connection with Securities owned by such Subscriber as of the date the notice described in Section 12(b) is required to be given to such Subscriber.