Common use of Per Share Purchase Price Protection Clause in Contracts

Per Share Purchase Price Protection. As to each Purchaser, after the date hereof if 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 Per Share Purchase Price (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 quotient obtained by dividing (i) the product of (A) the Shares then held by such Purchaser immediately prior to such issuance multiplied by (B) the 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 then held by such Purchaser immediately prior to such issuance. The term “Discounted Purchase Price” shall mean the amount actually paid by third parties for a share of Common Stock. The sale of Common Stock Equivalents shall be 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 of the Company. The Company may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. 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 4.18 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. As to each Purchaser, after (a) If from the date hereof if until the earlier to occur of (i) the third anniversary of the 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 the Private Placement, the Company or any Subsidiary thereof 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 Per Share Purchase Price (such lower issuance price being referred to herein as the “Discounted Purchase Price” and such issuance being referred to herein as a “Dilutive Issuance”, 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 (the “Make-Up Shares”) equal to the difference between to: (a) the quotient obtained by dividing (i) the product of (A) the Shares then held Purchase Price paid by such Purchaser immediately prior to such issuance multiplied at the Closing divided by (B) the 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 Purchased Shares then held acquired by such Purchaser immediately prior to such issuancein connection with the Private Placement. The term “Discounted Purchase Price” number of Make-Up Shares to which a particular Purchaser shall mean the amount actually paid by third parties for a share of Common Stockbe entitled shall be subject to reduction as provided in Section 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 of the CompanyDirectors. The Company may 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, 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. 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 4.18 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. (b) To the extent that a particular Purchaser has sold or otherwise transferred (other than transfers to an Affiliate of such Purchaser) any shares of Common Stock after the date hereof, the number of Make-Up Shares to which such Purchaser shall be entitled shall be reduced pro rata by the ratio of the shares of Common Stock so sold or transferred to the Purchased Shares. For example, if (i) a particular Purchaser purchased one Unit and thereby acquired 240,000 Purchased Shares in connection with the Private Placement and then, before the date of a subsequent Dilutive Issuance, sold 80,000 shares of Common Stock, the number of Make-Up Shares would be reduced by one-third (1/3). Applying that example to an instance in which the Discounted Purchase Price was $0.08 per share in connection with a Dilutive Issuance, the total number of Make-Up Shares to which such Purchaser would be entitled would be calculated as follows: [($24,000) ÷ ($0.08 per share)] – 240,000 shares = 60,000 shares, reduced by 1/3 to 40,000 shares. (c) The Purchaser understands, acknowledges and agrees that the per share purchase price protection set forth in this Section 2.3 shall not be available until the Shareholder Approval is obtained.

Per Share Purchase Price Protection. (a) As to each Purchaser, after from the date hereof until the one (1) year anniversary of the Closing Date, if and whenever the Company or any Subsidiary thereof 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 Per Share Purchase Price (adjusted for stock splits, combinations, dividends and the “like occurring after the Closing Date) (such lesser price is referred to herein as the "Discounted Per Share Purchase Price”") (the foregoing, as further defined belowa "Dilutive Issuance"), within 3 Trading Days then immediately after such Dilutive Issuance, automatically and without any obligation of the date thereof the Company shall issue or notice to such Purchaser that number of additional shares of Common Stock equal to the difference between (a) the quotient obtained by dividing (i) the product of (A) the Shares then held by such Purchaser immediately prior to such issuance multiplied by (B) each Purchaser, the Per Share Purchase Price (or if Shares were previously issued pursuant paid herein shall be amended, reduced, restated and deemed to this Section 4.18be, the lowest Discounted Per Share Purchase Price used hereunder prior and the number of Shares issuable under this Agreement shall be deemed increased to the Subscription Amount paid by such issuancePurchaser (as set forth on the signature page and acceptance pages hereto) divided by (ii) 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 then held by such Purchaser immediately prior to such issuance. The term “Discounted Purchase Price” shall mean the amount actually paid by third parties for a share of Common Stock. The sale of Common Stock Equivalents shall be 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 previously issued to the consideration per share Purchaser. For purposes 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 of the Company. The Company may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. 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 4.18 shall not apply to an Exempt Issuance.4.15,

Per Share Purchase Price Protection. (a) As to each Purchaser, after from the date hereof through the Termination Time, if and whenever the Company or any Subsidiary thereof 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 Per Share Purchase Price (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date) (such lesser price is referred to herein as the “Discounted Per Share Purchase Price”, as further defined below) (the foregoing a “Dilutive Issuance”), within 3 Trading Days of the date thereof 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 difference between (a1) the quotient obtained by dividing (i) the product aggregate number of (A) the Shares then held by shares of Common Stock that would have been issued to such Purchaser immediately prior to such issuance multiplied at the Closing if the Subscription Amount was divided by (B) the Discounted Per Share Purchase Price minus (or if 2) the aggregate number of shares of Common Stock equal to the sum of the Initial Shares were (as defined below), plus, to the extent there has been a previous issuance of Additional Shares (as defined below) to such Purchaser, the number of Additional Shares previously issued to such Purchaser. For purposes of this Section 4.19, (I) “Additional Shares” means, with respect to the applicable Purchaser, shares of Common Stock issued to such Purchaser pursuant to this Section 4.184.19 (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date); and (II) “Initial Shares” means, with respect to the applicable Purchaser, the lowest Discounted Purchase Price used hereunder prior to such issuance) divided by (ii) the Discounted Purchase Price, less (b) the Shares then held by such Purchaser immediately prior to such issuance. The term “Discounted Purchase Price” shall mean the amount actually paid by third parties for a share number of Common Stock. The sale shares of Common Stock Equivalents shall be deemed issued to have occurred at such Purchaser on the time of the issuance of the Common Stock Equivalents Closing Date (adjusted for stock splits, combinations, dividends and the Discounted Purchase Price covered thereby shall also include like occurring after 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 EquivalentsClosing Date). 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 Company may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. 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 4.18 shall not apply to an Exempt Issuance.

Per Share Purchase Price Protection. (a) As to each Purchaser, after from the date hereof until the three (3) year anniversary of the Closing Date, if and whenever the Company or any Subsidiary thereof 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 Per Share Purchase Price, such issuance shall be deemed to have occurred for less than the Per Share Purchase Price on such date of the Dilutive Issuance, as defined below, at such effective price) (whether through a Subsequent Financing or otherwise) any shares of Common Stock or Common Stock Equivalents (including the 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 (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date) (such lesser price is referred to herein as the “Discounted Per Share Purchase Price”) (the foregoing, as further defined belowa “Dilutive Issuance”), within 3 Trading Days of the date thereof 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 difference between product of (ai) the quotient fraction obtained by dividing (i) the product of (A) the sum of the number of Initial Shares (as defined below) and Additional Shares (as defined below) then held by such Purchaser immediately prior to such issuance multiplied on the date of the Dilutive Issuance by (B) the Per Share Purchase Price (or if sum of the number of Initial Shares were previously issued pursuant to this Section 4.18, the lowest Discounted Purchase Price used hereunder prior to such issuance) divided Purchaser on the Closing Date and all Additional Shares issued to such Purchaser after the Closing Date, multiplied by (ii) the Discounted Purchase Price, less difference between (bA) the Shares then held by such Purchaser immediately prior to such issuance. The term “Discounted Purchase Price” shall mean the amount actually paid by third parties for a share aggregate number of Common Stock. The sale shares of Common Stock Equivalents shall be deemed that would have been issued to have occurred such Purchaser at the time Closing if the 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 of the Company. The Company may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of law, agreement or for any other reason, unless, an injunction from a court, on notice, restraining and or enjoining an issuance hereunder shall have been sought and obtained. 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 4.18 shall not apply to an Exempt Issuance.aggregate number of

Per Share Purchase Price Protection. As to each Purchaser, after (a) If from the date hereof if until the earlier to occur of (i) September 1, 2012 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 the Private Placement, the Company or any Subsidiary thereof 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 Per Share Purchase Price (such lower issuance price being referred to herein as the “Discounted Purchase Price”, Price and such issuance being referred to herein as further defined belowa Dilutive Issuance), within 3 Trading Days of the date thereof the Company shall issue to such Purchaser that number of additional shares of Common Stock (the “Make-Up Shares”) equal to the difference between to: (a) the quotient obtained by dividing (i) the product of (A) the Shares then held total Purchase Price paid by such Purchaser immediately prior to such issuance multiplied at the Closing divided by (B) the 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 Purchased Shares then held acquired by such Purchaser immediately prior to such issuancein connection with the Private Placement. The term “Discounted Purchase Price” number of Make-Up Shares to which a particular Purchaser shall mean the amount actually paid by third parties for a share of Common Stockbe entitled shall be subject to reduction as provided in Section 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 of the CompanyDirectors. The Company may 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, 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. 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 4.18 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. (b) To the extent that a particular Purchaser has sold or otherwise transferred (other than transfers to an Affiliate of such Purchaser) any shares of Common Stock after the date hereof, the number of Make-Up Shares to which such Purchaser shall be entitled shall be reduced pro rata by the ratio of the shares of Common Stock so sold or transferred to the Purchased Shares. For example, if (i) a particular Purchaser purchased 40,000 Purchased Shares at a per share price of $6.25 in connection with the Private Placement and then, before the date of a subsequent Dilutive Issuance, sold 10,000 shares of Common Stock, the number of Make-Up Shares would be reduced by one-fourth (1/4). Applying that example to an instance in which the Discounted Purchase Price was $4.00 per share in connection with a Dilutive Issuance, the total number of Make-Up Shares to which such Purchaser would be entitled would be calculated as follows: ($240,000) ÷ ($4.00 per share) – 40,000 shares = 20,000 shares, reduced by 1/4 to 15,000 shares.

Per Share Purchase Price Protection. (a) As to each Purchaser, after from the date hereof until the Warrants are no longer outstanding, if and whenever the Company or any Subsidiary thereof 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 Per Share Purchase Price (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date) (such lesser price is referred to herein as the “Discounted Per Share Purchase Price”) (the foregoing, as further defined belowa “Dilutive Issuance”), within 3 Trading Days of the date thereof 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 difference between product of (ai) the quotient fraction obtained by dividing (i) the product of (A) the sum of the number of Initial Shares (as defined below) and Additional Shares (as defined below) then held by such Purchaser immediately prior to such issuance multiplied on the date of the Dilutive Issuance by (B) the Per Share Purchase Price (or if sum of the number of Initial Shares were previously issued pursuant to this Section 4.18, the lowest Discounted Purchase Price used hereunder prior to such issuance) divided Purchaser on the Closing Date and all Additional Shares issued to such Purchaser after the Closing Date, multiplied by (ii) the Discounted Purchase Price, less difference between (bA) the Shares then held by such Purchaser immediately prior to such issuance. The term “Discounted Purchase Price” shall mean the amount actually paid by third parties for a share aggregate number of Common Stock. The sale shares of Common Stock Equivalents shall be deemed that would have been issued to have occurred such Purchaser at the time Closing if the 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 aggregate number of the conversion or exercise (in addition to the consideration per share shares of Common Stock underlying equal to the sum of the Initial Shares, plus, to the extent there has been a previous issuance of Additional Shares to such Purchaser, the number of Additional Shares previously issued to such Purchaser. For purposes of this Section 4.19, (I) “Additional Shares” means, with respect to the applicable Purchaser, shares of Common Stock Equivalents received by issued to such Purchaser pursuant to this Section 4.19 (adjusted for stock splits, combinations, dividends and the Company upon such sale or issuance like occurring after the Closing Date); and (II) “Initial Shares” means, with respect to the applicable Purchaser, the number of the shares of 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 of the Company. The Company may not refuse to issue a Purchaser additional Shares hereunder based on any claim that such Purchaser or any one associated or affiliated with such Purchaser has been engaged in any violation of lawon the Closing Date (adjusted for stock splits, agreement or for any other reasoncombinations, unless, an injunction from a court, on notice, restraining dividends and or enjoining an issuance hereunder shall have been sought and obtained. 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 like occurring after 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 thereofClosing Date). Notwithstanding anything herein to the contrary hereincontrary, this in the event the Registration Statement is then effective the Additional Shares shall be issued pursuant to the Registration Statement free of any restrictions or legends via the DWAC system to a DTC account specified by the Purchaser, and if not, in certificated form with a legend; provided, however, that such Additional Shares shall then be subject to Section 4.18 shall not apply 4.1 with respect to an Exempt Issuancelegend removal.

Per Share Purchase Price Protection. (a) As to each Purchaser, after from the date hereof until the date that the Company has consummated at least $500,000, in the aggregate, of additional issuances by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents, Indebtedness or a combination of units hereof, if the Company or any Subsidiary thereof 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 Per Share Purchase Price (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date) (such lesser price is referred to herein as the “Discounted Per Share Purchase Price”, as further defined below) (the foregoing a “Dilutive Issuance”), within 3 Trading Days of the date thereof 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 difference between product of (ai) the quotient fraction obtained by dividing (i) the product of (A) the sum of the number of Initial Shares (as defined below) and Additional Shares (as defined below) then held by such Purchaser immediately prior to such issuance multiplied on the date of the Dilutive Issuance by (B) the Per Share Purchase Price (or if sum of the number of Initial Shares were previously issued pursuant to this Section 4.18, the lowest Discounted Purchase Price used hereunder prior to such issuance) divided Purchaser on the Closing Date and all Additional Shares issued to such Purchaser after the Closing Date, multiplied by (ii) the Discounted Purchase Price, less difference between (bA) the Shares then held by such Purchaser immediately prior to such issuance. The term “Discounted Purchase Price” shall mean the amount actually paid by third parties for a share aggregate number of Common Stock. The sale shares of Common Stock Equivalents shall be deemed that would have been issued to have occurred such Purchaser at the time of Closing if 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 aggregate number of the conversion or exercise (in addition to the consideration per share shares of Common Stock underlying equal to the sum of the Initial Shares (as defined below), plus, to the extent there has been a previous issuance of Additional Shares (as defined below) to such Purchaser, the number of Additional Shares previously issued to such Purchaser. For purposes of this Section 4.17, (I) “Additional Shares” means, with respect to the applicable Purchaser, shares of Common Stock Equivalents received by issued to such Purchaser pursuant to this Section 4.17 (adjusted for stock splits, combinations, dividends and the Company like occurring after the Closing Date); and (II) “Initial Shares” means, with respect to the applicable Purchaser, the number of shares of Common Stock issued to such Purchaser on the Closing Date (adjusted for stock splits, combinations, dividends and the like occurring after the Closing Date). The Purchaser acknowledges and agrees that, upon such sale receipt of any additional shares of Common Stock or issuance reduction in the exercise price of the Common Stock Equivalents). If shares are issued for a consideration other than cashWarrants to $0.25, subject to adjustment therein pursuant to Section 4.20, the per share selling price Per Share Purchase Price shall be the fair value adjusted to equal $0.25 for purposes of such consideration as determined in good faith by the Board of Directors of the Company. The Company may not refuse giving effect 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. 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 4.18 shall not apply to an Exempt Issuance4.17.