Common use of ISSUANCES BELOW PURCHASE PRICE Clause in Contracts

ISSUANCES BELOW PURCHASE PRICE. For a period of six months following the date hereof, the Company shall not, without the prior written consent of the each of the Purchasers, issue or sell any shares of the Company’s capital stock or other securities exercisable for, convertible into or otherwise giving the holder thereof the right to acquire the Company’s capital stock at a price per share, including the exercise or conversion price per share, which is below $0.40 per share; provided, however, that this restriction shall not apply to any capital stock issued pursuant to: (i) employee benefit plans set forth on SCHEDULE 3.01(c) annexed hereto, (ii) outstanding warrants, options or other securities set forth on SCHEDULE 3.01(c) annexed hereto or the Company filings under the Exchange Act or (iii) a merger or acquisition or other strategic transaction or partnership; provided that such strategic transaction or partnership does not include a capital raise by the Company below $0.40 per share.

ISSUANCES BELOW PURCHASE PRICE. For a period of six months following the date hereof, the Company shall not, without the prior written consent of the each of the Purchasers, issue or sell any shares of the Company’s capital stock or other securities exercisable for, convertible into or otherwise giving the holder thereof the right to acquire the Company’s capital stock at a price per share, including the exercise or conversion price per share, which is below $0.40 0.70 per share; provided, however, that this restriction shall not apply to any capital stock issued pursuant to: (i) employee benefit plans set forth on SCHEDULE 3.01(c) annexed hereto, (ii) outstanding warrants, options or other securities set forth on SCHEDULE 3.01(c) annexed hereto or the Company filings under the Exchange Act or (iii) a merger or acquisition or other strategic transaction or partnership; provided that such strategic transaction or partnership does not include a capital raise by the Company below $0.40 0.70 per share.