Common use of Per Share Purchase Price Protection Clause in Contracts

Per Share Purchase Price Protection. From the date hereof until February 15, 2011, if the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Investor that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor at the Closing pursuant to this Agreement and pursuant to this Section 4.3. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration by third parties for each share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall not refuse to issue an Investor additional Shares hereunder based on any claim that such Investor or any one associated or affiliated with such Investor has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. Nothing herein shall limit a Investor’s right to pursue actual damages for the Company’s failure to deliver Shares hereunder and such Investor shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive

Per Share Purchase Price Protection. From Following the Closing Date until the earlier of: (i) the date hereof until February 15that a registration statement covering the Shares and the Warrant Shares is declared effective by the SEC, 2011or (ii) the date the Shares become freely tradable under Rule 144, if the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) $1.50 (the “Discounted Purchase Price,” ”), as further defined below)soon as practicable thereafter, the Company shall issue to such Investor the Subscriber that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor difference between the number of Shares issued to the Subscriber and the number of shares the Company would have issued to the Subscriber had the Offering been completed at the Closing divided by the Discounted Purchase Price. By way of example, less if the Subscriber invested $150,000 in the Offering for which Subscriber received 100,000 Shares and if in a subsequent financing transaction the Company issues shares at $1.00 per share, the Company will be required to issue an additional 50,000 shares to the Subscriber. Notwithstanding anything to the contrary herein, (bA) if the registration statement referenced in clause (i) above ceases to be effective prior to the sale of the Shares issued and Warrant Shares thereunder, or the Shares are no longer freely tradable under Rule 144 (i.e., the Company ceases to such Investor at be compliant with its filing obligations with the Closing pursuant to this Agreement and pursuant to SEC, or otherwise), then the purchase price protection provisions of this Section 4.32.9 shall be reinstated; provided however, that this purchase price protection provision will not apply at any time after December 31, 2012, and (B) this Section 2.9 shall not apply to an Exempt Issuance. The As used herein, the term “Discounted Purchase PriceCommon Stock Equivalents” shall mean the amount actually paid in new cash consideration by third parties for each share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted which would entitle the holder thereof to the such investor in such offering. The Company shall not refuse to issue an Investor additional Shares hereunder based on acquire at any claim that such Investor or any one associated or affiliated with such Investor has been engaged in any violation of lawtime Common Stock, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. Nothing herein shall limit a Investor’s right to pursue actual damages for the Company’s failure to deliver Shares hereunder and such Investor shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. As used herein, the term “Exempt Issuance” shall mean the issuance of specific performance and/or injunctive(a) shares of Common Stock or options to employees, officers or directors of the Company granted (x) at no less than the fair market value of the Common Stock on the date of grant and (y) in an amount (the “Permissible Amount”) not to exceed 9.9% of the number of issued and outstanding shares of Common Stock during any twelve month period (it being understood that if the number of shares of Common Stock or options granted exceeds the Permissible Amount, the lowest Discounted Purchase Price used to acquire such securities during said twelve month period shall be employed to determine the number of additional shares of Common Stock to be issued under this Section 2.9), (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, and (c) securities issued pursuant to acquisitions or strategic transactions.

Per Share Purchase Price Protection. From the date hereof until February 15, 2011the 18 month anniversary of the Effective Date, if in connection with a Subsequent Financing, the Company or any Subsidiary shall will issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment appropriate adjustments for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” ”, as further defined below), then in consideration of such Purchaser’s covenants herein, the Company shall will issue to such Investor Purchaser that number of additional shares of Common Stock (subject to appropriate adjustment for reverse and forward stock splits and the like occurring after the Closing) equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.34.15. The term “Discounted Purchase Price” shall will mean the amount actually paid in new cash consideration by third parties for each a share of Common Stock. The sale of Common Stock Equivalents shall will be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall will also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall will be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall may not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall will have been sought and obtainedobtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond will remain in effect until the completion of litigation of the dispute and the proceeds of which will be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall will limit a InvestorPurchaser’s right to pursue actual damages for the Company’s failure to deliver Shares hereunder and such Investor shall Purchaser will have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. Additionally, prior to any issuance hereunder, a Purchaser will have the right to irrevocably defer such issuance, in whole or in part, at the election of the Purchaser prior to such issuance, for a continuous period of 75 days. Notwithstanding anything to the contrary herein, this Section 4.15 will not apply to any Securities issued pursuant to the terms and conditions of this Agreement or an Exempt Issuance.

Per Share Purchase Price Protection. From the date hereof until February 15, 2011the 18 month anniversary of the Closing Date, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the lesser of the Per Share Purchase Price and, if applicable, the 2008 Milestone Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.3plus the 2008 Milestone Shares, if any. The term “Discounted Purchase Price” shall mean the amount actually paid in new consideration, in cash consideration or kind, by third parties for each share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offeringDirectors. The Company shall not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtainedobtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the VWAP of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a InvestorPurchaser’s right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. On the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.19 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From the date hereof until February 15, 201112 months from the Closing Date, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined belowbelow and such issuance, the “Dilutive Issuance”), the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.34.14. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration by third parties for each share of Common StockStock multiplied by a fraction, the numerator of which is the number of shares of Common Stock issued and outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the then Per Share Purchase Price and the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offeringDirectors. The Company shall not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtainedobtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the closing price of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a InvestorPurchaser’s right to pursue actual damages for the Company’s failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. On the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.14 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From As to each Purchaser, from the date hereof until February 15June 30, 20112007, if the Company or any Subsidiary thereof shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” ”, as further defined below), within 5 Trading Days of the date thereof the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares previously issued to such Investor at the Closing Purchaser pursuant to this Agreement and pursuant to this Section 4.3Agreement. The term “Discounted Purchase Price” shall mean means the amount actually paid in new cash consideration by third parties for each a share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby in connection therewith shall also include equal the actual exercise or conversion price thereof at the time sum of the conversion or exercise (in addition to a) the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In Equivalents and (b) any additional consideration payable to the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual Company in connection with a conversion or exercise price at which of such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN TransactionCommon Stock Equivalents. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall may not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtainedobtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the VWAP of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a InvestorPurchaser’s right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. On the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.18 shall not apply to an Exempt Issuance

Per Share Purchase Price Protection. From the date hereof until February 15, 2011the date that is the 12 month anniversary of the Effective Date, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.34.19. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration by third parties for each share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving a Variable Rate Transaction or an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. Nothing herein shall limit a InvestorPurchaser’s right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. Notwithstanding anything to the contrary herein, this Section 4.19 not apply in respect of an Exempt Issuance. Additionally, prior to any issuance to a Purchaser pursuant to this Section 4.19, such Purchaser shall have the right to irrevocably defer such issuances to such Purchaser under this Section 4.19, in whole or in part, for continuous periods of not less than 75 days.

Per Share Purchase Price Protection. From the date hereof until February 15, 2011the date that is the 3 year anniversary of the Effective Date, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.34.18. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration Per Share Purchase Price reduced by third parties for each share multiplying the Per Share Purchase Price by a fraction, the numerator of which is the number of shares of Common StockStock issued and outstanding immediately prior to the Subsequent Financing plus the number of shares of Common Stock which the offering price for such Subsequent Financing would purchase at the then Per Share Purchase Price, and the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding immediately prior to the Subsequent Financing plus the number of shares of Common Stock so issued or issuable in connection with the Subsequent Financing. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving a Variable Rate Transaction or an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. Nothing herein shall limit a InvestorPurchaser’s right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. Notwithstanding anything to the contrary herein, this Section 4.18 not apply in respect of an Exempt Issuance. Additionally, prior to any issuance to a Purchaser pursuant to this Section 4.18, such Purchaser shall have the right to irrevocably defer such issuances to such Purchaser under this Section 4.18, in whole or in part, for continuous periods of not less than 75 days.

Per Share Purchase Price Protection. From the date hereof until February 15, 2011the 2 year anniversary of the date hereof, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.34.17. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration by third parties for each share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offeringDirectors. The Company shall not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtainedobtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the VWAP of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a InvestorPurchaser’s right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. On the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.17 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From the date hereof until February 15the earlier of December 31, 20112011 and the date that the Shares are no longer outstanding, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Initial Per Share Purchase Price or Subsequent Per Share Purchase Price, as applicable, (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined belowbelow and such issuance, the “Dilutive Issuance”), the Company shall issue to such Investor the Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor the Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor the Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.34.13. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration by third parties for each share of Common StockStock multiplied by a fraction, the numerator of which is the number of shares of Common Stock issued and outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the offering price for such Dilutive Issuance would purchase at the Initial Per Share Purchase Price or Subsequent Per Share Purchase Price, as applicable, and the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding immediately prior to the Dilutive Issuance plus the number of shares of Common Stock so issued or issuable in connection with the Dilutive Issuance. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offeringDirectors. The Company shall not refuse to issue an Investor to the Purchaser any additional Shares hereunder based on any claim that such Investor the Purchaser or any one associated or affiliated with such Investor the Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtainedobtained and the Company posts a surety bond for the benefit of the Purchaser in the amount of 150% of the market value of such Shares (based on the closing price of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a Investorthe Purchaser’s right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. On the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Price, the Company shall give the Purchaser written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.13 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From the date hereof until February 15, 2011the three (3) year anniversary of the date hereof, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “"Discounted Purchase Price,” " as further defined below), the Company shall issue to such Investor each Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.34.19; provided, however, that the number of additional shares of Common Stock issuable to any Purchaser pursuant to this Section 4.19 shall not, in the aggregate (whether issued in connection with one or more Subsequent Financings), exceed the number of shares of Common Stock that such Purchaser purchased on the Closing Date pursuant to this Agreement. The term “"Discounted Purchase Price” " shall mean the amount actually paid in new cash consideration by third parties for each share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offeringDirectors. The Company shall not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtainedobtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the VWAP of the Common Stock on the date of the event giving rise to the Company's obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a Investor’s Purchaser's right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. On the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.19 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From As to each Purchaser, from the date hereof until February 15, 2011the date such Purchaser no longer owns any of the Shares issued to such Purchaser hereunder, if the Company or any Subsidiary thereof shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “"Discounted Purchase Price,” ", as further defined below), within 5 Trading Days of the date thereof the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to the difference between (a) the Subscription Amount paid quotient obtained by dividing (i) the product of (A) the Shares then held by such Investor at Purchaser immediately prior to such issuance multiplied by (B) the Closing Per Share Purchase Price (or if Shares were previously issued pursuant to this Section 4.18, the lowest Discounted Purchase Price used hereunder prior to such issuance) divided by (ii) the Discounted Purchase Price, less (b) the Shares issued then held by such Purchaser immediately prior to such Investor at the Closing pursuant to this Agreement and pursuant to this Section 4.3issuance. The term “Discounted Purchase Price” "DISCOUNTED PURCHASE PRICE" shall mean the amount actually paid in new cash consideration by third parties for each a share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall may not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. Nothing herein shall limit a Investor’s Purchaser's right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. On the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.18 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From the date hereof until February 15, 2011the 6 month anniversary of the Effective Date, if in connection with any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.3Agreement. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration by third parties for each share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offeringDirectors. The Company shall not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtainedobtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the VWAP of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a InvestorPurchaser’s right to pursue actual damages for the Company’s failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. On the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.18 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From As to each Purchaser, from the date hereof until February 15, 2011the 18 month anniversary of the Effective Date, if the Company or any Subsidiary thereof shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” ”, as further defined below), within 5 Trading Days of the date thereof the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to the difference between (a) the Subscription Amount paid quotient obtained by dividing (i) the product of (A) the Shares then held by such Investor at Purchaser immediately prior to such issuance multiplied by (B) the Closing Per Share Purchase Price (or if Shares were previously issued pursuant to this Section 4.18, the lowest Discounted Purchase Price used hereunder prior to such issuance) divided by (ii) the Discounted Purchase Price, less (b) the Shares issued then held by such Purchaser immediately prior to such Investor at the Closing pursuant to this Agreement and pursuant to this Section 4.3issuance. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration by third parties for each a share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall may not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. Nothing herein shall limit a InvestorPurchaser’s right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. On the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.18 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From (a) As to each Purchaser that then holds at least 20% of the Shares initially purchased hereunder by such Purchaser on the Closing Date, after the date hereof and until February 15, 2011the 2 year anniversary of the Effective Date, if the Company or any Subsidiary thereof shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” ”, as further defined below), within 3 Trading Days of the date thereof the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to the difference between (a) the Subscription Amount paid quotient obtained by dividing (i) the product of (A) the Shares then held by such Investor at Purchaser immediately prior to such issuance multiplied by (B) the Closing Per Share Purchase Price (or if Shares were previously issued pursuant to this Section 4.18, the lowest Discounted Purchase Price used hereunder prior to such issuance) divided by (ii) the Discounted Purchase Price, less (b) the Shares issued then held by such Purchaser immediately prior to such Investor at the Closing pursuant to this Agreement and pursuant to this Section 4.3issuance. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration by third parties for each a share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall may not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. Nothing herein shall limit a InvestorPurchaser’s right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. On the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereof.

Per Share Purchase Price Protection. From the date hereof until February 15, 2011the date that the 18 month anniversary of the date hereof, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.34.15. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration by third parties for each share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an “MFN Transaction” (as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offeringDirectors. The Company shall not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtainedobtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the VWAP of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a InvestorPurchaser’s right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. On the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.15 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From the date hereof until February 15, 20116 months after the Effective Date, if in connection with a Subsequent Financing, the Company or any Subsidiary subsidiary thereof shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective a price per share less than the Per Share Purchase Price (subject to prior adjustment appropriate adjustments for reverse and forward stock splits and the like) (the “Discounted Purchase Price,” ”, as further defined below), then in consideration of the Purchasers’ covenants herein, the Company shall issue to such Investor each Purchaser that number of additional shares of Common Stock (subject to appropriate adjustment for reverse and forward stock splits and the like occurring after the Closing) equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.34.14. The term “Discounted Purchase Price” shall mean the amount actually paid in new cash consideration by third parties for each a share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving an a “MFN Variable Rate Transaction” (as defined below)”, the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall may not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtainedobtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the VWAP of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a InvestorPurchaser’s right to pursue actual damages for the Company’s failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. Notwithstanding anything to the contrary herein, this Section 4.14 shall not apply to any Securities issued pursuant to the terms and conditions of this Agreement or an Exempt Issuance. Additionally, prior to any issuance hereunder, a Purchaser shall have the right to irrevocably defer such issuance, in whole or in part, for a continuous period of 75 days. Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval, if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the CRDM SPA Final 25 Company may not issue under this Section 4.14, in the aggregate, in excess of (1) 19.999% of the number of shares of Common Stock outstanding as of the date hereof, less (2) the sum of (a) the Shares issued at the Closing (excluding Warrant Shares) and any shares of Common Stock issued at a Follow-On Closing plus (b) any shares of Common Stock of the Company issuable as a result of the issuance of securities pursuant to this Agreement or in a Follow-On Closing, , pursuant to anti-dilution provisions of securities of the Company outstanding as of the date hereof (such number of shares, the “Issuable Maximum”). Each Purchaser shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate number of Shares issued and sold to such Purchaser on the Closing Date by (y) the aggregate number of Shares issued and sold by the Company on the Closing Date.

Per Share Purchase Price Protection. From the date hereof until February 15, 2011120 days following the Effective Date, if the Company or any Subsidiary subsidiary thereof shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the then Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “"Discounted Purchase Price,” ", as further defined below), the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to (a) the actual Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.3Agreement. The term “"Discounted Purchase Price” " shall mean the amount actually paid in new cash consideration by third parties for each a share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving a "Variable Rate Transaction" or an “"MFN Transaction” " (each as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “"Variable Rate Transaction" shall mean a transaction in which the Company issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (x) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (y) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. The term "MFN Transaction” " shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall may not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtainedobtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise to the Company's obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a Investor’s Purchaser's right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. Notwithstanding anything to the contrary herein, this Section 4.15 shall not apply to the following: (a) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, or (b) the exercise of any security issued by the Company in connection with the offer and sale of the Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided such securities have not been amended since the date hereof, or (d) acquisitions or strategic investments, the primary purpose of which is not to raise capital (including, but not limited to any issuance of securities in connection with the formation of a joint venture expected to be named "PacificNet Communications Limited - Macao Commercial Offshore"). Notwithstanding anything herein to the contrary, (i) the Company or any Subsidiary may not issue any Common Stock or Common Stock Equivalents if such issuance would result in the issuance of additional shares of Common Stock to the Purchasers that would be in excess of, in the aggregate, 19.9% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the date hereof and (ii) in the event that the sum of (A) the number of Shares issued and issuable at the Closing, (B) the Warrant Shares issuable upon exercise of the Warrants in full and (C) the additional shares Common Stock issuable pursuant to this Section 4.15 issuable on or prior to the 15th Trading Day after the Effective Date exceeds 4.9% of the then issued and outstanding shares of Common Stock of the Company ("Issuance Cap"), then such Purchaser shall notify the Company that such issuance of additional shares of Common Stock pursuant to this Section will cause its beneficial ownership to exceed the Issuance Cap and the Company shall not issue any additional shares of Common Stock to such Purchaser hereunder to the extent such additional shares of Common Stock cause such Purchaser to exceed the Issuance Cap until the later of (y) a date 75 days from the Closing Date and (z) a date 75 Trading Days after the Effective Date (or such date that the Purchaser may dispose of all of the already issued Shares and Warrant Shares pursuant to Rule 144).

Per Share Purchase Price Protection. From the date hereof until February 15, 2011twelve (12) months after the Effective Date, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents, in transaction other than in an Exempt Transaction, (a “Subsequent Financing”) Equivalents entitling any person or entity to acquire shares of Common Stock at an effective a price per share less than the Per Share Purchase Price (subject to prior adjustment for reverse and forward stock splits and the like) (the “"Discounted Purchase Price,” ", as further defined below), the Company shall issue to such Investor Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Investor Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Investor Purchaser at the Closing pursuant to this Agreement and pursuant to this Section 4.34.15. The term “"Discounted Purchase Price” " shall mean the amount actually paid in new cash consideration by third parties for each a share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby shall also include the actual exercise or conversion price thereof at the time of the conversion or exercise (in addition to the consideration per share of Common Stock underlying the Common Stock Equivalents received by the Company upon such sale or issuance of the Common Stock Equivalents). In the case of any Subsequent Financing involving a "Variable Rate Transaction" or an “"MFN Transaction” " (each as defined below), the Discounted Purchase Price shall be deemed to be the lowest actual conversion or exercise price at which such securities are converted or exercised in the case of a Variable Rate Transaction, or the lowest adjustment price in the case of an MFN Transaction. If shares are issued for a consideration other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors of the Company. The term “"Variable Rate Transaction" shall mean a transaction in which the Company issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (x) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (y) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. The term "MFN Transaction” " shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to the such investor in such offering. The Company shall may not refuse to issue an Investor a Purchaser additional Shares hereunder based on any claim that such Investor Purchaser or any one associated or affiliated with such Investor Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. Nothing herein shall limit a Investor’s Purchaser's right to pursue actual damages for the Company’s 's failure to deliver Shares hereunder and such Investor Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctiveinjunctive relief. Notwithstanding anything to the contrary herein, this Section 4.15 not apply in respect of (a) an Exempt Issuance or (b) with respect to a Purchaser, any Subsequent Financing that such Purchaser Participates in as contemplated in Section 4.12 hereof. Additionally, prior to any issuance to a Purchaser pursuant to this Section 4.5, such Purchaser shall have the right to irrevocably defer such issuances to such Purchaser under this Section 4.15, in whole or in part, for continuous periods of not less than seventy-five (75) days.