Common use of Per Share Purchase Price Protection Clause in Contracts

Per Share Purchase Price Protection. From the date hereof until the 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 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 reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Purchaser at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if any. The term “Discounted Purchase Price” shall mean the amount actually paid in consideration, in cash 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). 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. The Company shall not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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 the 18 month anniversary of the Closing Effective Date, if in connection with a Subsequent Financing, the Company or any Subsidiary shall will issue any Common Stock or Common Stock 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 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 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 Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Purchaser at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyand pursuant to this Section 4.15. The term “Discounted Purchase Price” shall will mean the amount actually paid in consideration, in cash or kind, 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). 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 DirectorsDirectors of the Company. The Company shall may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall will have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the VWAP 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 will remain in effect until the completion of litigation of the dispute and the proceeds of which shall will be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall will limit a Purchaser’s right to pursue actual damages for the Company's ’s failure to deliver Shares hereunder and such Purchaser shall 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 injunctive relief. On Additionally, prior to any issuance hereunder, a Purchaser will have the date right to irrevocably defer such issuance, in whole or in part, at the election of closing of any transaction pursuant the Purchaser prior to which securities are issued such issuance, for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereofcontinuous period of 75 days. Notwithstanding anything to the contrary herein, this Section 4.19 shall 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 the 18 month anniversary of the Closing DateFebruary 15, 2011, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock Equivalents 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 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 Purchaser Investor that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Purchaser Investor at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Purchaser Investor at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyand pursuant to this Section 4.3. The term “Discounted Purchase Price” shall mean the amount actually paid in consideration, in new cash or kind, 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 DirectorsDirectors 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 a Purchaser an Investor additional Shares hereunder based on any claim that such Purchaser Investor or any one associated or affiliated with such Purchaser 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 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 judgmentobtained. Nothing herein shall limit a PurchaserInvestor’s right to pursue actual damages for the Company's ’s failure to deliver Shares hereunder and such Purchaser 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 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.injunctive

Per Share Purchase Price Protection. From Following the Closing Date until the earlier of: (i) the date hereof until that a registration statement covering the 18 month anniversary of Shares and the Closing DateWarrant Shares is declared effective by the SEC, or (ii) the date the Shares become freely tradable under Rule 144, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock 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 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 Purchaser the Subscriber that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Purchaser 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 Purchaser be compliant with its filing obligations with the SEC, or otherwise), then the purchase price protection provisions of this Section 2.9 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. As used herein, the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if any. The term “Discounted Purchase PriceCommon Stock Equivalents” shall mean any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, 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 amount actually paid in consideration, in cash or kind, by third parties for each share issuance of Common Stock. The sale (a) shares of Common Stock Equivalents shall be deemed or options to have occurred at the time employees, officers or directors 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 Company granted (x) 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). If shares are issued for a consideration other no less 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. The Company shall not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the VWAP of the Common Stock on the date of grant and (y) in an amount (the event giving rise “Permissible Amount”) not to exceed 9.9% of the Company’s obligation hereundernumber 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), which is subject to (b) securities upon the injunction, which bond shall remain in effect until the completion exercise or exchange of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. On the date of closing conversion of any transaction Securities issued hereunder, and (c) securities issued 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 Issuanceacquisitions or strategic transactions.

Per Share Purchase Price Protection. From the date hereof until the 18 month anniversary earlier of December 31, 2011 and the Closing Datedate 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 entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the lesser of the Initial Per Share Purchase Price andor Subsequent Per Share Purchase Price, if as applicable, the 2008 Milestone Price (subject to 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 the Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such the Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such the Purchaser at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyand pursuant to this Section 4.13. The term “Discounted Purchase Price” shall mean the amount actually paid in consideration, in new cash or kind, 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). 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. The Company shall not refuse to issue a to the Purchaser any additional Shares hereunder based on any claim that such the Purchaser or any one associated or affiliated with such 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 obtained and the Company posts a surety bond for the benefit of such the Purchaser in the amount of 150% of the market value of such Shares (based on the VWAP 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 the Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such 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 injunctive 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 Purchaser written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.19 4.13 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From As to each Purchaser, from the date hereof until the 18 month anniversary date such Purchaser no longer owns any of the Closing DateShares issued to such Purchaser hereunder, if in connection with a Subsequent Financing, the Company or any Subsidiary thereof shall issue any Common Stock or Common Stock Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the lesser of the Per Share Purchase Price and, if applicable, the 2008 Milestone Price (subject to 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 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 Purchaser at 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 Purchaser at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyissuance. The term “Discounted Purchase Price” "DISCOUNTED PURCHASE PRICE" shall mean the amount actually paid in consideration, in cash or kind, 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). 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 DirectorsDirectors of the Company. The Company shall may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 judgmentobtained. Nothing herein shall limit a Purchaser’s 's right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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 4.18 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From (a) As to each Purchaser, from the date hereof until the 18 month one (1) year anniversary of the Closing Date, if in connection with a Subsequent Financing, and whenever the Company or any Subsidiary shall issue Subsidiary, directly or indirectly, issues or sells (or in accordance with the provisions set forth in Section 3(b) of the Warrants is deemed to have issued or sold) any shares of Common Stock or Common Stock Equivalents entitling any person (including the issuance or entity to acquire sale of shares of Common Stock at an effective price or Common Stock Equivalents owned or held by or for the account of the Company) for consideration per share that is less than the lesser of the Per Share Purchase Price and(adjusted for stock splits, if applicablecombinations, the 2008 Milestone Price (subject to reverse and forward stock splits dividends and the likelike occurring after the Closing Date) (such lesser price is referred to herein as the "Discounted Per Share Purchase Price") (the “Discounted Purchase Price,” as further defined belowforegoing, a "Dilutive Issuance"), then immediately after such Dilutive Issuance, automatically and without any obligation of or notice to each Purchaser, the Company Per Share Purchase Price paid herein shall issue be amended, reduced, restated and deemed to such Purchaser that be, the Discounted Per Share Purchase Price and the number of additional shares of Common Stock equal Shares issuable under this Agreement shall be deemed increased to (a) the Subscription Amount paid by such Purchaser at (as set forth on the Closing signature page and acceptance pages hereto) divided by the Discounted Per Share Purchase Price, and, each Purchaser (or its rightful assigns) shall have the absolute right to receive without giving or receiving any form of notice or making any form of demand, and the Company shall immediately and unconditionally issue without restriction (other than as provided in this Agreement), such number of Additional Shares (as defined below) of Common Stock as equals the sum of the Subscription Amount paid hereby by such Purchaser, divided by the Discounted Per Share Purchase Price, less (b) the number Shares previously issued to such Purchaser at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyPurchaser. The term “Discounted Purchase Price” shall mean the amount actually paid in consideration, in cash or kind, by third parties for each share For purposes 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). 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. The Company shall not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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.4.15,

Per Share Purchase Price Protection. From the date hereof until the 18 month date that is the 3 year anniversary of the Closing Effective Date, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock 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 reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Purchaser at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyand pursuant to this Section 4.18. The term “Discounted Purchase Price” shall mean the amount actually paid in considerationPer Share Purchase Price reduced by multiplying the Per Share Purchase Price by a fraction, in cash or kind, by third parties for each share 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 DirectorsDirectors 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 such investor in such offering. The Company shall not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 judgmentobtained. Nothing herein shall limit a Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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 4.18 not apply to 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 As to each Purchaser, from the date hereof until the 18 month anniversary of the Closing Effective Date, if in connection with a Subsequent Financing, the Company or any Subsidiary thereof shall issue any Common Stock or Common Stock Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the lesser of the Per Share Purchase Price and, if applicable, the 2008 Milestone Price (subject to 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 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 Purchaser at 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 Purchaser at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyissuance. The term “Discounted Purchase Price” shall mean the amount actually paid in consideration, in cash or kind, 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). 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 DirectorsDirectors of the Company. The Company shall may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 judgmentobtained. Nothing herein shall limit a Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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 4.18 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From the date hereof until 6 months after the 18 month anniversary of the Closing 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 entitling any person or entity to acquire shares of Common Stock at an effective a price per share less than the lesser of the Per Share Purchase Price and, if applicable, the 2008 Milestone Price (subject to 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 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 Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Purchaser at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyand pursuant to this Section 4.14. The term “Discounted Purchase Price” shall mean the amount actually paid in consideration, in cash or kind, 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”, 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. 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 DirectorsDirectors of the Company. The Company shall may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 Purchaser’s right to pursue actual damages for the Company's ’s failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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 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 (a) If from the date hereof until the 18 month earlier to occur of (i) the third anniversary of the Closing Date, if date hereof and (ii) the date that a particular Purchaser has sold or otherwise transferred (other than transfers to an Affiliate of such Purchaser) that number of shares of Common Stock equal to or greater than the number of Purchased Shares acquired by such Purchaser in connection with a Subsequent Financingthe Private Placement, the Company or any Subsidiary shall issue any shares of Common Stock at, or Common Stock Equivalents entitling any person or entity the holder thereof to acquire shares of Common Stock at an effective for, a price per share less than the lesser of the Per Share Purchase Price and, if applicable, the 2008 Milestone Price (subject such lower issuance price being referred to reverse and forward stock splits and the like) (herein as the “Discounted Purchase Price,” and such issuance being referred to herein as further defined belowa “Dilutive Issuance”), the Company shall issue to such Purchaser that number of additional shares of Common Stock (the “Make-Up Shares”) equal to to: (a) the Subscription Amount Purchase Price paid by such Purchaser at the Closing divided by the Discounted Purchase Price, Price less (b) the Purchased Shares issued to acquired by such Purchaser at in connection with the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyPrivate Placement. The term “Discounted Purchase Price” number of Make-Up Shares to which a particular Purchaser shall mean the amount actually paid be entitled shall be subject to reduction as provided in consideration, in cash or kind, by third parties for each share of Common StockSection 2.3(b) hereof. The sale If shares of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the or 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). If shares are issued for a consideration other than cash, the per share selling issuance price shall be the fair value of such consideration as determined in good faith by the Board of Directors. The Company shall not refuse to issue a Purchaser additional the Make-Up Shares hereunder based on any claim that such Purchaser or any one anyone associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from by a court, on notice, court of competent jurisdiction restraining and or enjoining an issuance hereunder under this Section 2.4 shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 judgmentobtained. Nothing herein shall limit a Purchaser’s right to pursue actual damages for the Company's failure to deliver the Make-Up Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. On Promptly after the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase PriceDilutive Issuance transaction, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.19 2.4 and a Purchaser’s right to receive Make-Up Shares hereunder shall not apply to, and a Dilutive Issuance shall not be deemed to an have occurred as a result of, any Exempt Issuance.

Per Share Purchase Price Protection. From (a) As to each Purchaser, from the date hereof until through the 18 month anniversary of the Closing DateTermination Time, if in connection with a Subsequent Financing, and whenever the Company or any Subsidiary shall issue Subsidiary, directly or indirectly, issues or sells (or in accordance with the provisions set forth in Section 3(b) of the Warrants is deemed to have issued or sold) (whether through a Subsequent Financing or otherwise) any shares of Common Stock or Common Stock Equivalents entitling any person (including the issuance or entity to acquire sale of shares of Common Stock at an effective price or Common Stock Equivalents owned or held by or for the account of the Company) for a consideration per share that is less than the lesser of the Per Share Purchase Price and(adjusted for stock splits, if applicablecombinations, the 2008 Milestone Price (subject to reverse and forward stock splits dividends and the likelike occurring after the Closing Date) (such lesser price is referred to herein as the “Discounted Per Share Purchase Price”) (the foregoing a “Discounted Purchase Price,” as further defined belowDilutive Issuance”), then immediately after such Dilutive Issuance, the Company shall issue to such Purchaser that Purchaser, without the payment of additional consideration, in connection with such Dilutive Issuance, a number of additional shares of Common Stock equal to difference between (a1) the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares aggregate number of shares of Common Stock that would have been issued to such Purchaser at the Closing pursuant to this Agreement plus if the 2008 Milestone Shares, if any. The term “Subscription Amount was divided by the Discounted Per Share Purchase Price” shall mean Price minus (2) the amount actually paid in consideration, in cash or kind, by third parties for each share aggregate number of Common Stock. The sale shares of Common Stock Equivalents shall be deemed equal to have occurred at the time sum 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). 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. The Company shall not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Initial Shares (based on the VWAP of the Common Stock on the date of the event giving rise to the Company’s obligation hereunderas defined below), which is subject to the injunctionplus, 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 there has been a previous issuance of Additional Shares (as defined below) to such Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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 thereofnumber of Additional Shares previously issued to such Purchaser. Notwithstanding anything to the contrary herein, For purposes of this Section 4.19 shall not apply to an Exempt Issuance.4.19, (I) “

Per Share Purchase Price Protection. From (a) As to each Purchaser, from the date hereof until the 18 month anniversary of the Closing DateWarrants are no longer outstanding, if in connection with a Subsequent Financing, and whenever the Company or any Subsidiary shall issue Subsidiary, directly or indirectly, issues or sells (or in accordance with the provisions set forth in Section 3(b) of the Warrants is deemed to have issued or sold) (whether through a Subsequent Financing or otherwise) any shares of Common Stock or Common Stock Equivalents entitling any person (including the issuance or entity to acquire sale of shares of Common Stock at an effective price or Common Stock Equivalents owned or held by or for the account of the Company) for a consideration per share that is less than the lesser of the Per Share Purchase Price and(adjusted for stock splits, if applicablecombinations, the 2008 Milestone Price (subject to reverse and forward stock splits dividends and the likelike occurring after the Closing Date) (such lesser price is referred to herein as the “Discounted Per Share Purchase Price”) (the foregoing, a “Discounted Purchase Price,” as further defined belowDilutive Issuance”), then immediately after such Dilutive Issuance, the Company shall issue to such Purchaser that Purchaser, without the payment of additional consideration, in connection with such Dilutive Issuance, a number of additional shares of Common Stock equal to the product of (ai) the Subscription Amount paid fraction obtained by dividing (A) the sum of the number of Initial Shares (as defined below) and Additional Shares (as defined below) then held by such Purchaser at on the date of the Dilutive Issuance by (B) the sum of the number of Initial Shares issued to such Purchaser on the Closing divided Date and all Additional Shares issued to such Purchaser after the Closing Date, multiplied by the Discounted Purchase Price, less (bii) the Shares difference between (A) the aggregate number of shares of Common Stock that would have been issued to such Purchaser at the Closing pursuant to this Agreement plus if the 2008 Milestone Shares, if any. The term “applicable portion of the Subscription Amount was divided by the Discounted Per Share Purchase Price” shall mean Price minus (B) the amount actually paid in consideration, in cash or kind, by third parties for each share aggregate number of Common Stock. The sale shares of Common Stock Equivalents shall be deemed equal to have occurred at the time sum 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). If shares are issued for a consideration other than cashInitial Shares, the per share selling price shall be the fair value of such consideration as determined in good faith by the Board of Directors. The Company shall not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of lawplus, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 there has been a previous issuance of Additional Shares to such Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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 thereofnumber of Additional Shares previously issued to such Purchaser. Notwithstanding anything to the contrary herein, For purposes of this Section 4.19 shall not apply to an Exempt Issuance.4.19, (I) “

Per Share Purchase Price Protection. From the date hereof until the 18 month 2 year anniversary of the Closing Datedate hereof, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock 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 reverse and forward stock splits and the like) (the “Discounted Purchase Price,” as further defined below), the Company shall issue to such Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Purchaser at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyand pursuant to this Section 4.17. The term “Discounted Purchase Price” shall mean the amount actually paid in consideration, in new cash or kind, 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). 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. The Company shall not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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 4.17 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From As to each Purchaser, from the date hereof until the 18 month anniversary of the Closing DateJune 30, 2007, if in connection with a Subsequent Financing, the Company or any Subsidiary thereof shall issue any Common Stock or Common Stock Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the lesser of the Per Share Purchase Price and, if applicable, the 2008 Milestone Price (subject to 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 Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares previously issued to such Purchaser at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyAgreement. The term “Discounted Purchase Price” shall mean means the amount actually paid in consideration, in cash or kind, 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 and (b) any additional consideration payable to the Company in connection with a conversion or exercise of such Common 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 DirectorsDirectors of the Company. The Company shall may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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 4.18 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. From (a) As to each Purchaser, from the date hereof until the 18 month anniversary date that the Company has consummated at least $500,000, in the aggregate, of the Closing Date, if in connection with a Subsequent Financing, additional issuances by the Company or any Subsidiary shall issue of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination of units hereof, if the Company or any Subsidiary, directly or indirectly, issues or sells (or in accordance with the provisions set forth in Section 3(b) of the Warrants is deemed to have issued or sold) (whether through a Subsequent Financing or otherwise) any shares of Common Stock or Common Stock Equivalents entitling any person (including the issuance or entity to acquire sale of shares of Common Stock at an effective price or Common Stock Equivalents owned or held by or for the account of the Company) for a consideration per share that is less than the lesser of the Per Share Purchase Price and(adjusted for stock splits, if applicablecombinations, the 2008 Milestone Price (subject to reverse and forward stock splits dividends and the likelike occurring after the Closing Date) (such lesser price is referred to herein as the “Discounted Per Share Purchase Price”) (the foregoing a “Discounted Purchase Price,” as further defined belowDilutive Issuance”), then immediately after such Dilutive Issuance, the Company shall issue to such Purchaser that Purchaser, without the payment of additional consideration, in connection with such Dilutive Issuance, a number of additional shares of Common Stock equal to the product of (ai) the Subscription Amount paid fraction obtained by dividing (A) the sum of the number of Initial Shares (as defined below) and Additional Shares (as defined below) then held by such Purchaser at on the date of the Dilutive Issuance by (B) the sum of the number of Initial Shares issued to such Purchaser on the Closing divided Date and all Additional Shares issued to such Purchaser after the Closing Date, multiplied by the Discounted Purchase Price, less (bii) the Shares difference between (A) the aggregate number of shares of Common Stock that would have been issued to such Purchaser at the Closing pursuant to this Agreement plus if the 2008 Milestone Shares, if any. The term “Subscription Amount was divided by the Discounted Per Share Purchase Price” shall mean Price minus (B) the amount actually paid in consideration, in cash or kind, by third parties for each share aggregate number of Common Stock. The sale shares of Common Stock Equivalents shall be deemed equal to have occurred at the time sum 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). 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. The Company shall not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Initial Shares (based on the VWAP of the Common Stock on the date of the event giving rise to the Company’s obligation hereunderas defined below), which is subject to the injunctionplus, 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 there has been a previous issuance of Additional Shares (as defined below) to such Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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 thereofnumber of Additional Shares previously issued to such Purchaser. Notwithstanding anything to the contrary herein, For purposes of this Section 4.19 shall not apply to an Exempt Issuance.4.17, (I) “

Per Share Purchase Price Protection. From (a) If from the date hereof until the 18 month anniversary earlier to occur of (i) September 1, 2012 and (ii) the Closing Date, if date that a particular Purchaser has sold or otherwise transferred (other than transfers to an Affiliate of such Purchaser) that number of shares of Common Stock equal to or greater than the number of Purchased Shares acquired by such Purchaser in connection with a Subsequent Financingthe Private Placement, the Company or any Subsidiary shall issue any shares of Common Stock at, or Common Stock Equivalents entitling any person or entity the holder thereof to acquire shares of Common Stock at an effective for, a price per share less than the lesser of the Per Share Purchase Price and, if applicable, (such lower issuance price being referred to herein as the 2008 Milestone Price (subject to reverse and forward stock splits and the like) (the “Discounted Purchase Price,” Price and such issuance being referred to herein as further defined belowa Dilutive Issuance), the Company shall issue to such Purchaser that number of additional shares of Common Stock (the “Make-Up Shares”) equal to to: (a) the Subscription Amount total Purchase Price paid by such Purchaser at the Closing divided by the Discounted Purchase Price, Price less (b) the Purchased Shares issued to acquired by such Purchaser at in connection with the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyPrivate Placement. The term “Discounted Purchase Price” number of Make-Up Shares to which a particular Purchaser shall mean the amount actually paid be entitled shall be subject to reduction as provided in consideration, in cash or kind, by third parties for each share of Common StockSection 2.3(b) hereof. The sale If shares of Common Stock Equivalents shall be deemed to have occurred at the time of the issuance of the or 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). If shares are issued for a consideration other than cash, the per share selling issuance price shall be the fair value of such consideration as determined in good faith by the Company’s Board of Directors. The Company shall not refuse to issue a Purchaser additional the Make-Up Shares hereunder based on any claim that such Purchaser or any one anyone associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from by a court, on notice, court of competent jurisdiction restraining and or enjoining an issuance hereunder under this Section 2.3 shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 judgmentobtained. Nothing herein shall limit a Purchaser’s right to pursue actual damages for the Company's ’s failure to deliver the Make-Up Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. On Promptly after the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase PriceDilutive Issuance transaction, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.19 2.3 and a Purchaser’s right to receive Make-Up Shares hereunder shall not apply to, and a Dilutive Issuance shall not be deemed to an have occurred as a result of, any Exempt Issuance.

Per Share Purchase Price Protection. From (a) As to each Purchaser, from the date hereof until the 18 month three (3) year anniversary of the Closing Date, if in connection with a Subsequent Financing, and whenever the Company or any Subsidiary shall issue any Subsidiary, directly or indirectly, issues or sells (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents entitling so issued shall at any person time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or entity exchange prices or otherwise, or due to acquire warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the lesser of Per Share Purchase Price, such issuance shall be deemed to have occurred for less than the Per Share Purchase Price andon such date of the Dilutive Issuance, if applicableas defined below, at such effective price) (whether through a Subsequent Financing or otherwise) any shares of Common Stock or Common Stock Equivalents (including the 2008 Milestone issuance or sale of shares of Common Stock or Common Stock Equivalents owned or held by or for the account of the Company) for a consideration per share that is less than the Per Share Purchase Price (subject to reverse and forward adjusted for stock splits splits, combinations, dividends and the likelike occurring after the Closing Date) (such lesser price is referred to herein as the “Discounted Per Share Purchase Price”) (the foregoing, a “Discounted Purchase Price,” as further defined belowDilutive Issuance”), then immediately after such Dilutive Issuance, the Company shall issue to such Purchaser that Purchaser, without the payment of additional consideration, in connection with such Dilutive Issuance, a number of additional shares of Common Stock equal to the product of (ai) the Subscription Amount paid fraction obtained by dividing (A) the sum of the number of Initial Shares (as defined below) and Additional Shares (as defined below) then held by such Purchaser at on the date of the Dilutive Issuance by (B) the sum of the number of Initial Shares issued to such Purchaser on the Closing divided Date and all Additional Shares issued to such Purchaser after the Closing Date, multiplied by the Discounted Purchase Price, less (bii) the Shares difference between (A) the aggregate number of shares of Common Stock that would have been issued to such Purchaser at the Closing pursuant to this Agreement plus if the 2008 Milestone Shares, if any. The term “Discounted Purchase Price” shall mean the amount actually paid in consideration, in cash 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 applicable portion of the issuance of the Common Stock Equivalents and Subscription Amount was divided by the Discounted Per Share Purchase Price covered thereby shall also include minus (B) 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). 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. The Company shall not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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.aggregate number of

Per Share Purchase Price Protection. From the date hereof until the 18 month three (3) year anniversary of the Closing Datedate hereof, if in connection with a Subsequent Financing, the Company or any Subsidiary shall issue any Common Stock or Common Stock 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 reverse and forward stock splits and the like) (the “"Discounted Purchase Price,” " as further defined below), the Company shall issue to such each Purchaser that number of additional shares of Common Stock equal to (a) the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the Shares issued to such Purchaser at the Closing pursuant to this Agreement plus and pursuant to this Section 4.19; provided, however, that the 2008 Milestone Sharesnumber of additional shares of Common Stock issuable to any Purchaser pursuant to this Section 4.19 shall not, if anyin 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 consideration, in new cash or kind, 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). 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. The Company shall not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the VWAP of the Common Stock on the date of the event giving rise to the Company’s 's obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a Purchaser’s 's right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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, after the date hereof until the 18 month anniversary of the Closing Date, if in connection with a Subsequent Financing, the Company or any Subsidiary thereof shall issue any Common Stock or Common Stock Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share less than the lesser of the Per Share Purchase Price and, if applicable, the 2008 Milestone Price (subject to 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 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 Purchaser at 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 Purchaser at the Closing pursuant to this Agreement plus the 2008 Milestone Shares, if anyissuance. The term “Discounted Purchase Price” shall mean the amount actually paid in consideration, in cash or kind, 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). 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 DirectorsDirectors of the Company. The Company shall may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the 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 judgmentobtained. Nothing herein shall limit a Purchaser’s right to pursue actual damages for the Company's failure to deliver Shares hereunder and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. 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 4.18 shall not apply to an Exempt Issuance.