Common use of Price Protection Clause in Contracts

Price Protection. As to each Purchaser, from the date hereof until the 9 month anniversary of the Effective Date, 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 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 pursuant to this Agreement. 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 and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a 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 4.17 shall not apply to an Exempt Issuance.

Price Protection. As to each PurchaserIf, from on the date hereof until Vesting Date, the 9 month anniversary aggregate Market Price of the Effective Date, 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 issuable upon settlement of the Units, is less than $1.50 per share, then the Per Share Purchase Company agrees to grant and issue to you, for no additional consideration, additional Units (“Additional Units”) such that the aggregate Market Price (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 underlying the Units previously issued, when added to the Market Price of the Common Stock underlying such Additional Units, shall equal to (a) at least $15,000 for each completed month of service. For the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Pricepurposes hereof, less (b) the Shares previously issued to such Purchaser pursuant to this Agreement. The term “Discounted Purchase Market Price” shall mean the amount actually paid by third parties for a share of Common Stock. The sale of Common Stock Equivalents at any date shall be deemed to have occurred at be (i) if the time principal trading market for such securities is any exchange, the last reported sale price, on each Trading Day for which determination is made as officially reported on any consolidated tape, (ii) if the principal market for such securities is the over-the-counter market, the closing prices (or, if no closing price, the closing bid price) on such Trading Days as set forth by Nasdaq or the OTC.QB of the issuance OTC Markets Group, Inc. (whichever is the principal market for the Company’s Common Shares) as reported at xxxx://xxxxxxx.xxxxx.xxx or, (iii) if the security is not quoted on Nasdaq or the OTC.QB, the average bid and asked price as set forth on XXX.Xxxx of the Common Stock Equivalents and OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the Discounted Purchase Price covered thereby shall also include foregoing, if there is no reported closing price or bid price, as the actual exercise or conversion price thereof at the time case may be, on any of the conversion or exercise (in addition to ten trading days preceding the consideration per share event requiring a determination of Common Stock underlying Market Price hereunder, then 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 Market Price shall be the fair value of such consideration as determined in good faith by resolution of 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 and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a 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 best information 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 4.17 shall not apply to an Exempt Issuanceit.

Price Protection. As to each PurchaserFor a period of one hundred eighty (180) days following the final Closing Date, from the date hereof until the 9 month anniversary of the Effective Dateso long as any Subscriber holds any Shares or Preferred Shares, if the Company or Company, at any Subsidiary thereof shall issue time following the date hereof, issues any Additional Securities (as defined below) at a price per such Additional Security lower than the Effective Price (i.e., $2.00 per share, subject to adjustment for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Company’s Common Stock or Common Stock Equivalents entitling any person or entity following the date hereof) (such lower price, the “Subsequent Offering Price”), upon each such issuance the Company shall promptly cause to acquire be issued and delivered to each Subscriber such additional shares of Common Stock at an effective or Preferred Shares (“Ratchet Shares”) equal to the excess of (A) the quotient of such Subscriber’s aggregate Purchase Price hereunder divided by the Subsequent Offering Price (calculated, in the event of any security convertible into or exercisable for shares of Common Stock, based on the conversion or exercise price per share less than share) minus (B) the Per Share Purchase Price (the “Discounted Purchase Price”, as further defined below), within 5 Trading Days sum of the date thereof number of Shares originally issued hereunder and the number of Ratchet Shares, if any, issued pursuant to this Agreement prior to issuance of such additional Ratchet Shares. Additionally, in connection with any such issuance of Ratchet Shares, the Company shall issue promptly cause to be issued and delivered to each Subscriber, Warrants to purchase such Purchaser that number of additional shares of Common Stock equal to (a) 50% of the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the number of any Ratchet Shares previously issued to such Purchaser pursuant to this AgreementSubscriber. The term As used herein (and except as provided in the next succeeding sentence), “Discounted Purchase Additional Securities” means shares of Common Stock, any other capital stock of the Company, or any evidences of indebtedness or other securities representing or directly or indirectly convertible into or exchangeable for capital stock of the Company; provided, however, that if shares of Common Stock are offered as units together with any other rights (whether warrants, other securities representing or directly or indirectly convertible into or exchangeable for share capital of the Company, or other rights), the “Subsequent Offering Price” shall mean be the amount actually price paid by third parties for a share of Common Stock. The sale of Common Stock Equivalents each “unit” in such offering, which unit shall be deemed to have occurred at the time comprised 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 i) one share of Common Stock underlying plus (ii) a number of such other rights as is equal to (x) the aggregate number of such other rights offered in such transaction divided by (y) the aggregate number of shares of Common Stock Equivalents received offered in such transaction. “Additional Securities” shall exclude: (i) stock options, shares of Common Stock and other stock awards issued to employees or directors of, or consultants or advisors to, the Company pursuant to its 2012 Incentive Plan, as in effect on the date hereof and described in the Commission Documents or pursuant to any other stock option plan, agreement or arrangement approved by the Company’s board of directors and/or governed by the 2012 Incentive Plan; (ii) shares of Common Stock actually issued upon the exercise of options, warrants or other convertible securities outstanding on the date hereof, in each case provided such issuance is pursuant to the terms of such option, warrant or convertible security; (iii) shares of Common Stock issued by the Company upon such sale or issuance as consideration for the acquisition of all of the equity securities and voting rights, or all or substantially all of the assets, of any person or other reorganization or joint venture, in each case in a transaction approved by the board of directors of the Company and, if required under applicable law or stock exchange regulations, the Company’s stockholders; (iv) shares of Common Stock Equivalents). If issued by reason of a dividend, stock split, split-up or other distribution on ordinary shares; (v) shares are of Common Stock, options or other securities convertible into, or exercisable for, shares of Common Stock issued for a consideration (a) in connection with the acquisition of, or licensing arrangements for, pharmaceutical products, (b) to suppliers or third party service providers in connection with the provision of goods or services or (c) in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other than cashsimilar agreements or strategic partnerships, the per share selling price shall be the fair value of such consideration as determined in good faith each case pursuant to transactions approved by the Board of Directors of the Company. The Company may and not refuse to issue in connection with a Purchaser additional Shares hereunder based capital raising transaction; or (vi) any shares of Series B Preferred Stock or dividends thereon issued 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 Closing Price of the Common Stock on after the date of the event giving rise to the Company’s obligation hereunderhereof (any securities issued as described in clauses (i) through (vi), which is subject to collectively, “Excluded Securities”). For the injunctionavoidance of doubt, which bond shall remain in effect until the completion of litigation of the dispute Excluded Securities (and the proceeds from the issuance thereof) shall not be included in the calculation of which shall be payable the aggregate gross proceeds to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a Purchaser’s right to pursue actual damages Company from sales of Additional Securities 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 purposes 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 4.17 shall not apply to an Exempt Issuance1.6.

Price Protection. As to each Purchaser, from (a) In the date hereof until event that the 9 month anniversary Buyer sells any of the Effective DateShares within the first twelve (12) months after the Closing Date (the "First Year Period") or executes a binding contract to sell (including an option to sell) any of the Shares within the First Year Period and anytime thereafter sells such Shares pursuant to such contract, then the Buyer agrees to pay to the Seller, as additional consideration for the Shares, an amount equal to the two-thirds of the gain realized by the Buyer upon the sale of such Shares, if any. (b) In the event that the Buyer sells any of the Shares during the second twelve months following the Closing Date (the "Second Year Period") or executes a binding contract to sell (including an option to sell) any Shares during the Second Year Period and anytime thereafter sells such Shares pursuant to such contract, then the Buyer agrees to pay to the Seller, as additional consideration for the Shares, an amount equal to the one-third of the gain realized by the Buyer upon the sale of such Shares, if any. (c) For purposes of this section, "the gain realized by the Buyer" upon the sale of any Shares shall be the amount by which the gross proceeds received by the Buyer for such Shares exceeds the Buyer's tax basis for such Shares and all reasonable fees and expenses incurred by the Buyer in connection with the sale of such Shares, including reasonable legal or investment advisory fees and expenses or broker's commissions. Any amounts owed to the Seller under this Section 8.1 shall be paid in full within thirty (30) days after the closing of the sale of the Shares and the receipt of payment for the Shares. (d) The Buyer agrees that neither he nor any entity which he controls shall initiate or engage in a "Rule 13e-3 transaction" (as such term is defined in 17 C.F.R. ' 240.13e-3) with respect to the Company's common stock within the two-year period following the Closing. Nothing herein shall restrict the ability of 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 its affiliates (other than the Per Share Purchase Price (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 Buyer and any other entity controlled by the Discounted Purchase PriceBuyer) to engage in a Rule 13e-3 transaction, less (b) the Shares previously issued to such Purchaser pursuant to this Agreement. 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 which is not initiated by the Company upon such sale Buyer or issuance of the Common Stock Equivalents). If shares are issued for a consideration any other than cash, the per share selling price shall be the fair value of such consideration as determined in good faith entity which is controlled by the Board Buyer, or the right, duties or obligations 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 and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise directors nominated to the Company’s obligation hereunder), which is subject 's board of directors by the Buyer 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 4.17 shall not apply to an Exempt Issuanceexercise their independent judgment with respect thereto.

Price Protection. As to each Purchaser, from If and whenever on or after the date hereof until the 9 month anniversary of the Effective Issue Date, if the Company issues or sells, or in accordance with this Section 4 is deemed to have issued or sold, 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 (including the Per Share Purchase Price (the “Discounted Purchase Price”, as further defined below), within 5 Trading Days issuance or sale of the date thereof the Company shall issue to such Purchaser that number of additional shares of Common Stock equal owned or held by or for the account of the Company, but excluding any Excluded Securities issued or sold or deemed to have been issued or sold and otherwise than as provided in Section 4(a), Section 4(c) or pursuant to (aX) Common Stock Equivalents (as hereinafter defined) granted or issued prior to the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less Issue Date or (bY) the subsection (i) and (ii) below) (“Additional Shares previously issued to such Purchaser pursuant to this Agreement. The term “Discounted Purchase Price” shall mean the amount actually paid by third parties for a share of Common Stock”) for a consideration per share that is less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (the “Applicable Exercise Price”) (the foregoing, a “Dilutive Issuance”), then immediately following such Dilutive Issuance, the Applicable Exercise Price then in effect shall be reduced to an amount equal to the Dilutive Issuance Price; provided that only one adjustment will be made for each Dilutive Issuance. The sale No adjustment to the Exercise Price shall have the effect of increasing the Exercise Price above the Exercise Price in effect immediately prior to such adjustment Upon such adjustment of the Exercise Price hereunder, the number of Warrant Shares issuable immediately prior to such Dilutive Issuance shall be adjusted to the number of shares of Common Stock Equivalents shall be deemed determined by multiplying the applicable Exercise Price then in effect immediately prior to have occurred at such adjustment by the time number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such reduction and dividing the product thereof by the Exercise Price resulting from such adjustment. For all purposes 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 foregoing (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 and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a 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 determining the date of closing of any transaction pursuant to which securities are issued for a Discounted Purchase Pricereduced Exercise Price and consideration per share under this Section 4(d)), the Company following shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.17 shall not apply to an Exempt Issuance.be applicable:

Price Protection. As If, upon effectiveness of a registration statement or registrations statements of which the Holders shall have received notice pursuant to Section 1.3(a)(i) hereof (each Purchaseran "Effective Date"), from the date hereof until offering price of the 9 month anniversary of Common Stock so registered (the "Base Price") shall have been less than the Strike Price, then within ten (10) days following the Effective Date, 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 5 Trading Days of the date thereof the Company shall issue to such Purchaser that number each of the Holders additional shares of Common Stock equal to as hereinafter determined (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 pursuant to this Agreement"Additional Shares"). 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 Additional Shares shall be deemed to have occurred at be Share Consideration, of which eighty percent (80%) shall be Registrable Securities and twenty percent (20%) shall be delivered to the time Escrow Agent and be included with the Escrow Shares. The number of Additional Shares so issuable shall be determined as follows: the Base Price shall be subtracted from the Strike Price and the difference shall be multiplied by the aggregate number of shares received as Share Consideration (increased, in such case, by the number of Penalty Shares (as hereinafter defined) and reduced, in each case, by the reduction, if any, in the number of Escrow Shares allocable to such Holder pursuant to the terms of the issuance of the Common Stock Equivalents and the Discounted Purchase Price covered thereby Escrow Agreement). The product thereof 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 be divided by the Company upon such sale or issuance of the Common Stock Equivalents). If shares are issued for a consideration other than cashBase Price, the per share selling price shall be the fair value dividend 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 lawwhich shall, 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 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 injunctionnext succeeding sentence, which bond be the number of Additional Shares so issuable. No fractional shares shall remain in effect until be issued and any fractional amounts shall be rounded downward. If, on the completion of litigation first anniversary of the dispute and Closing Date, the proceeds of which Base Price on such date shall be payable less than the Strike Price, Additional Shares shall also be issuable to any Holder to whom, as of the Purchaser first anniversary of the Closing Date, the Company has not afforded the opportunity to the extent it obtains judgment. Nothing herein shall limit a Purchaser’s right to pursue actual damages for the Companyregister all of such Holder'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 Registrable Securities (including, without limitation, any Excluded Shares and any Additional Shares or Penalty Shares issued or required to be issued prior to the first anniversary of the Closing Date that are Registrable Securities) in a decree registration statement or registration statements of specific performance and/or injunctive relief. On the date of closing of any transaction which such Holders shall have received notice pursuant to Section 1.3(a)(i) hereof, but only in respect of the number of Registrable Securities held by such Holder which securities are issued for a Discounted Purchase Pricehave not been included in such registration statement or statements. Notwithstanding the immediately preceding sentence, in no event shall the Company shall give the Purchasers written notice thereof. Notwithstanding anything be obligated to the contrary herein, this Section 4.17 shall not apply to an Exempt Issuance.issue such

Price Protection. As to each Purchaser, from the date hereof until the 9 month anniversary of ---------------- the Effective Datedate, 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 a Per Share Purchase Price (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 actual Subscription Amount paid by such Purchaser at the each Closing divided by the Discounted Purchase Price, less (b) the sum of the Shares previously issued to such Purchaser pursuant to this Agreement. 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 and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise to the Company’s '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. By notice to the Company, a Purchaser may irrevocably elect to defer all or part of any issuances hereunder by consecutive 75 day periods until all Shares issuable hereunder are issued. Notwithstanding anything to the contrary herein, this Section 4.17 4.15 shall not apply to an Exempt Issuance.

Price Protection. As to each PurchaserIf at any time while the Warrants are outstanding, from the date hereof until the 9 month anniversary of the Effective Date, if the Company or any Subsidiary thereof Corporation shall issue any shares of Common Stock Stock, or Common Stock Equivalents entitling any person rights, options, warrants, or entity convertible or exchangeable securities containing the right to acquire subscribe for or purchase shares of Common Stock at an effective price per share less than the Per Share Purchase Price (the “Discounted Purchase Price”excluding (i) shares, rights, options, warrants, or convertible or exchangeable securities issued as further defined below), within 5 Trading Days of the date thereof of issuance of this Warrant or issued in any of the Company shall issue to such Purchaser that number of additional shares of Common Stock equal to transactions described in Paragraphs (a) the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less or (b) above, (ii) shares issued upon the Shares previously issued to exercise of such Purchaser pursuant to this Agreement. 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 rights, options or conversion price thereof at the time of the warrants or upon conversion or exchange of such convertible or exchangeable securities, and (iii) the Warrants and any shares issued upon exercise (in addition to the consideration thereof), at a price per share of Common Stock underlying (determined in the case of such rights, options, warrants, or convertible or exchangeable securities by dividing (x) the total amount receivable by the Corporation in consideration of the sale and issuance of such rights, options, warrants, or convertible or exchangeable securities, plus the total minimum consideration payable to the Corporation upon exercise, conversion, or exchange thereof by (y) the total maximum number of shares of Common Stock Equivalents received covered by such rights, options, warrants, or convertible or exchangeable securities) lower than the Company upon such sale or issuance of the Common Stock Equivalents). If shares are issued for a consideration other than cash, the fair market value 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 and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date the Corporation fixes the offering price of such shares, rights, options, warrants, or convertible or exchangeable securities, then the event giving rise to Warrant Price shall be adjusted so that it shall equal the Company’s obligation hereunder), which is subject to price determined by multiplying the injunction, which bond shall remain Warrant Price in effect until immediately prior thereto by a fraction (i) the completion of litigation of the dispute and the proceeds numerator of which shall be payable the sum of (A) the number of shares of Common Stock outstanding immediately prior to such sale and issuance plus (B) the Purchaser number of shares of Common Stock which the aggregate consideration received (determined as provided below) for such sale or issuance would purchase at such fair market value per share, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such sale and issuance. Such adjustment shall be made successively whenever such an issuance is made. For the purposes of such adjustment, the maximum number of shares of Common Stock which the holder of any such rights, options, warrants or convertible or exchangeable securities shall be entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the extent it obtains judgment. Nothing herein date of such sale and issuance and the consideration received by the Corporation therefor shall limit a Purchaser’s right be deemed to pursue actual damages be the consideration received by the Corporation for such rights, options, warrants, or convertible or exchangeable securities, plus the minimum consideration or premium stated in such rights, options, warrants, or convertible or exchangeable securities to be paid for the Company's failure to deliver Shares hereunder shares of Common Stock covered thereby. In case the Corporation shall sell and such Purchaser shall have issue shares of Common Stock, or rights, options, warrants, or convertible or exchangeable securities containing 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 subscribe for a Discounted Purchase Price, the Company shall give the Purchasers written notice thereof. Notwithstanding anything to the contrary herein, this Section 4.17 shall not apply to an Exempt Issuance.or

Price Protection. As to each PurchaserThe Purchaser covenants and agrees that if, from at any time during the date hereof until the 9 month anniversary first ninety (90) days that some or all of the Effective DateLML Shares issued hereunder, if by effluxion of time or otherwise may be resold pursuant to the Company or provisions of applicable securities legislation, and any Subsidiary thereof shall issue of the Vendors sells any Common Stock or Common Stock Equivalents entitling any person or entity to acquire shares such LML Shares through the facilities of Common Stock NASDAQ at an effective a price per share LML Share that is less than the Per LML Share Purchase Price (the “Discounted Purchase Price”Closing Value, as further defined below)then, 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 pursuant to this Agreement. 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 and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable Vendor supplying proof to the Purchaser of the relevant circumstances of such sale in form acceptable to the extent it obtains judgment. Nothing herein shall limit a Purchaser’s right to pursue actual damages for , then the Company's failure to deliver Shares hereunder and such Purchaser shall have issue additional LML Shares (the right "Additional LML Shares") to pursue such Vendor equal to the lesser of (A) the maximum number of shares that may be issued by the Purchaser without obtaining shareholder approval under the rules and regulations applicable to issuers listed on the NASDAQ small cap market and (B) the remainder obtained by subtracting (x) the number of LML Shares sold from (y) the product of (i) multiplying the number of LML Shares sold by (ii) the fraction in which the numerator is equal to the LML Share Closing Value and the denominator is equal to the price per LML Share obtained by such Vendor in such sale (the "Additional LML Shares Closing Value"). In the event such Additional LML Shares issued to the Vendors are not immediately free trading shares through the facilities of NASDAQ, at any time during the first ninety (90) days after some or all remedies available of the Additional LML Shares issued hereunder are, by effluxion of time or otherwise may be resold pursuant to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. On the date of closing provisions of any transaction pursuant to which applicable securities are issued for legislation, and any of the Vendors sells any such Additional LML Shares through the facilities of NASDAQ at a Discounted Purchase Priceprice per LML Share that is less than the Additional LML Share Closing Value, the Company shall give the Purchasers written notice thereof. Notwithstanding anything then, upon such Vendor supplying proof to the contrary hereinPurchaser of the relevant circumstances of such sale in form acceptable to the Purchaser, this Section 4.17 then the Purchaser shall not apply issue additional LML Shares to an Exempt Issuancesuch Vendor equal to lesser of (A) the maximum number of shares that may be issued by the Purchaser without obtaining shareholder approval under the rules and regulations applicable to issuers listed on the NASDAQ small cap market and (B) the remainder obtained by subtracting (x) the number of Additional LML Shares sold (y) from the product of (i) multiplying the number of Additional LML Shares sold by (ii) the fraction in which the numerator is equal to the Additional LML Share Closing Value and the denominator is equal to the price per LML Share obtained by such Vendor in such sale. Such treatment shall again continue for any further loss by Vendors.

Price Protection. As to each Purchaser, from In the date hereof until event that during the 9 month anniversary period which is 90 days after the end of the Effective Date, if First Tranche Measuring Period COES shall sell or 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 ("First Future Shares") at an effective a price per share which shall be less than the Per Share per share First Tranche Purchase Price or during the period which is 90 days after the end of the Second Tranche Measuring Period COES shall sell or the Company shall issue any shares of Common Stock ("Second Future Shares") at a price per share which shall be less than the “Discounted per share Second Tranche Purchase Price”, as further defined below), within 5 Trading Days of the date thereof then the Company shall issue to such Purchaser that number the Purchasers, pro rata in accordance with the percentage of Shares issued to the Purchasers, for no additional consideration, an amount of additional shares of Common Stock equal to (a) with respect to the Subscription Amount paid by such Purchaser at First Future Shares, an amount equal to the Closing difference between (i) 6,000,000 divided by the Discounted Purchase Priceprice at which the First Future Shares were sold or issued and (ii) the amount equal to the number of Initial First Tranche Shares sold, less and (b) with respect to the Second Future Shares, an amount equal to the difference between (i) 4,000,000 divided by the price at which the Second Future Shares previously were sold or issued and (ii) the amount equal to the number of Initial Second Tranche Shares sold. If any additional shares of Shares Common Stock are issued to such Purchaser the Purchasers pursuant to this Agreement. The term “Discounted Purchase Price” shall mean the amount actually paid by third parties for a share of Common Stock. The sale Section 3.13 such shares 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 and the Company posts a surety bond for the benefit of such Purchaser included in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a 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. term "Transaction Shares." Notwithstanding anything to the contrary hereinset forth above, this Section 4.17 the terms "First Future Shares" and "Second Future Shares" shall not apply include any shares of Common Stock which may be issued in the future upon conversion of, or pursuant to an Exempt Issuancethe terms of any agreement entered into by COES or the Company in respect of, securities of COES and/or the Company which have been issued or entered into and which have been disclosed in writing to the Purchasers prior to the date of this Agreement.

Price Protection. As to each PurchaserFor a period of one hundred eighty (180) days following the final Closing Date, from the date hereof until the 9 month anniversary of the Effective Dateso long as any Subscriber holds any Shares, if the Company or Company, at any Subsidiary thereof shall issue time following the date hereof, issues any Additional Securities (as defined below) at a price per such Additional Security lower than the Effective Price (i.e., $2.00 per share, subject to adjustment for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Company’s Common Stock or Common Stock Equivalents entitling any person or entity following the date hereof) (such lower price, the “Subsequent Offering Price”), upon each such issuance the Company shall promptly cause to acquire be issued and delivered to each Subscriber such additional shares of Common Stock at an effective (“Ratchet Shares”) equal to the excess of (A) the quotient of such Subscriber’s aggregate Purchase Price hereunder divided by the Subsequent Offering Price (calculated, in the event of any security convertible into or exercisable for shares of Common Stock, based on the conversion or exercise price per share less than share) minus (B) the Per Share Purchase Price (the “Discounted Purchase Price”, as further defined below), within 5 Trading Days sum of the date thereof number of Shares originally issued hereunder and the number of Ratchet Shares, if any, issued pursuant to this Agreement prior to issuance of such additional Ratchet Shares. Additionally, in connection with any such issuance of Ratchet Shares, the Company shall issue promptly cause to be issued and delivered to each Subscriber, Warrants to purchase such Purchaser that number of additional shares of Common Stock equal to (a) 50% of the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less (b) the number of any Ratchet Shares previously issued to such Purchaser pursuant to this AgreementSubscriber. The term As used herein (and except as provided in the next succeeding sentence), “Discounted Purchase Additional Securities” means shares of Common Stock, any other capital stock of the Company, or any evidences of indebtedness or other securities representing or directly or indirectly convertible into or exchangeable for capital stock of the Company; provided, however, that if shares of Common Stock are offered as units together with any other rights (whether warrants, other securities representing or directly or indirectly convertible into or exchangeable for share capital of the Company, or other rights), the “Subsequent Offering Price” shall mean be the amount actually price paid by third parties for a share of Common Stock. The sale of Common Stock Equivalents each “unit” in such offering, which unit shall be deemed to have occurred at the time comprised 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 i) one share of Common Stock underlying plus (ii) a number of such other rights as is equal to (x) the aggregate number of such other rights offered in such transaction divided by (y) the aggregate number of shares of Common Stock Equivalents received offered in such transaction. “Additional Securities” shall exclude: (i) stock options, shares of Common Stock and other stock awards issued to employees or directors of, or consultants or advisors to, the Company pursuant to its 2012 Incentive Plan, as in effect on the date hereof and described in the Commission Documents or pursuant to any other stock option plan, agreement or arrangement approved by the Company’s board of directors and/or governed by the 2012 Incentive Plan; (ii) shares of Common Stock actually issued upon the exercise of options, warrants or other convertible securities outstanding on the date hereof, in each case provided such issuance is pursuant to the terms of such option, warrant or convertible security; (iii) shares of Common Stock issued by the Company upon such sale or issuance as consideration for the acquisition of all of the equity securities and voting rights, or all or substantially all of the assets, of any person or other reorganization or joint venture, in each case in a transaction approved by the board of directors of the Company and, if required under applicable law or stock exchange regulations, the Company’s stockholders; (iv) shares of Common Stock Equivalents). If issued by reason of a dividend, stock split, split-up or other distribution on ordinary shares; (v) shares are of Common Stock, options or other securities convertible into, or exercisable for, shares of Common Stock issued for a consideration (a) in connection with the acquisition of, or licensing arrangements for, pharmaceutical products, (b) to suppliers or third party service providers in connection with the provision of goods or services or (c) in connection with sponsored research, collaboration, technology license, development, OEM, marketing or other than cashsimilar agreements or strategic partnerships, the per share selling price shall be the fair value of such consideration as determined in good faith each case pursuant to transactions approved by the Board of Directors of the Company. The Company may and not refuse to issue in connection with a Purchaser additional Shares hereunder based capital raising transaction; or (vi) any shares of Series B Preferred Stock or dividends thereon issued 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 Closing Price of the Common Stock on after the date of the event giving rise to the Company’s obligation hereunderhereof (any securities issued as described in clauses (i) through (vi), which is subject to collectively, “Excluded Securities”). For the injunctionavoidance of doubt, which bond shall remain in effect until the completion of litigation of the dispute Excluded Securities (and the proceeds from the issuance thereof) shall not be included in the calculation of which shall be payable the aggregate gross proceeds to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a Purchaser’s right to pursue actual damages Company from sales of Additional Securities 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 purposes 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 4.17 shall not apply to an Exempt Issuance1.6.

Price Protection. As to each PurchaserProvided that neither Action nor any Member is in breach of any obligations hereunder, for a period of six (6) months commencing from the date hereof until the 9 Shares are tradable on the Over-the-counter Bulletin Board (whether pursuant to an effective registration statement or pursuant to an available exemption from registration) (such six month anniversary period being referred to herein as the "Price Protection Period"), if a Member ("Selling Member") sells any Shares during the Price Protection Period (the "Protected Shares") at an Effective Price (defined below) less than $0.015625 per share (as adjusted for stock splits, stock dividends, reverse stock splits, and the like), Americana shall deliver to the Selling Member a payment so that the Effective Price of such Protected Shares shall increase to $0.015625 per share (the "Price Protection Payment"). Effective Price shall mean the total sale proceeds from the sale of Protected Shares divided by the total number of shares sold during the Price Protection Period. Americana shall, within thirty (30) days after the Price Protection Period, be obligated to make such payment in cash. However, at Americana's sole discretion, Americana may elect to pay the Price Protection Payment, or any portion thereof, in restricted Common Stock of Americana priced at a 25% discount to the average closing bid price for the five trading days immediately preceding the date of the Effective Dateelection. The Price Protection Payment shall apply solely to the 8,000,000 Shares acquired hereunder, if and not to any other shares acquired or sold by the Company or Selling Member in any Subsidiary thereof other transactions. Accordingly, Americana shall issue not be obligated to make any Common Stock or Common Stock Equivalents entitling Price Protection Payment unless (1) the Selling Member has held the Protected Shares separate from any person or entity to acquire other shares of Common Stock at an effective price per share less than of Americana (and, specifically, the Per Share Purchase Protected Shares shall not be held in a brokerage account commingled with other shares of Americana) and (2) provides evidence reasonably satisfactory to Americana that the Protected Shares were in fact sold during the Price Protection Period and the amounts realized from each sale (the “Discounted Purchase Price”i.e., as further defined below)copies of brokerage account statements with detailed sales history showing trade dates, 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 Priceshares, less (b) the Shares previously issued to such Purchaser pursuant to this Agreement. The term “Discounted Purchase Price” shall mean the amount actually paid by third parties for a share of Common Stock. The and 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 Equivalentsprice). 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 and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a 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 4.17 shall not apply to an Exempt Issuance.

Price Protection. As to each Purchaser, from the date hereof until the 9 month anniversary of the Effective Date, if If the Company issues or sells 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 or securities convertible into or excisable or exchangeable for shares of Common Stock, but excluding shares of Common Stock or other securities deemed to have been issued by the Per Share Purchase Price Company in connection with any Exempt Issuance (the “Discounted Purchase Price”, as further defined below), within 5 Trading Days of for a consideration per share or conversion, exercise or exchange price per share, as applicable (the date thereof “New Issuance Price”), less than $1.00 (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Company shall issue to such Purchaser that each Investor an additional number of additional shares of Common Stock equal to Shares determined by (ai) dividing the aggregate Purchase Price for the Shares purchased hereby by (B) the Subscription Amount paid by such Purchaser at New Issuance Price and then (ii) subtracting from the Closing divided by result the Discounted Purchase Price, less (b) the number of Shares previously issued to such Purchaser originally purchased pursuant to this Agreement. The term “Discounted Purchase Price” Such issuance shall mean occur not later than five business days following the amount actually paid by third parties for a share initial closing of Common Stockthe financing giving rise to the issuance. The rights of the Investors under this provision shall terminate immediately following the Company’s sale and issuance of shares or Common Stock or other securities convertible into or excisable or exchangeable for shares of Common Stock Equivalents shall be deemed in a transaction involving aggregate gross proceeds to have occurred the Company 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 $5 million or greater. For the purposes hereof, “Exempt Issuance” means the issuance of (a) shares of Common Stock Equivalents)or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted by the board of directors for such purpose, (b) securities upon the exercise or exchange of or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date hereof provide same have not been amended since date hereof to increase the number of such securities or to decrease the exercise or conversion price of such securities, or (c) securities issued in connection with stock dividends, splits or the like. If shares are the Dilutive Issuance in question involves additional Shares or securities issued or sold together with other securities or other assets of the Company for a consideration other than cashwhich covers both, the per share selling price New Issuance Price for purposes of determining any adjustment shall be computed as the fair value portion of such the consideration as determined so received that may be reasonably determined, in good faith faith, by the Board board of Directors directors of the Company. The Company may not refuse to issue a Purchaser be allocable to such 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 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 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 4.17 shall not apply to an Exempt Issuancesecurities.

Price Protection. As to each Purchaser, from (a) If: (i) the date hereof until the 9 month anniversary average of the Effective Date, if closing prices (such average being the Company or any Subsidiary thereof shall issue any "Average Market Price") of Halter Common Stock or Common on the American Stock Equivalents entitling any person or entity to acquire shares of Common Stock at an effective price per share Exchange (the "AMEX") for the five trading days ending on the Protection Date (as hereinafter defined) is less than the Per Share Purchase Acquisition Price (the “Discounted Purchase Price”, as further defined belowhereinafter defined), within 5 Trading Days of the date thereof the Company shall issue to such Purchaser that number of additional and --- (ii) a Shareholder (a "Selling Shareholder") sells (in an open market brokers' transaction) shares of Halter 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 received pursuant to this Agreement. The term “Discounted Purchase , within six (6) months after the Protection Date (the "Protection Period"), for a price per share (a "Disposition Price” ") less than the Acquisition Price, and --- (iii) the Shareholder Representative, on behalf of such Selling Shareholder, delivers to Halter within fifteen (15) days after the end of the Protection Period a notice (the "Price Protection Notice") that such Selling Shareholder is entitled to payment pursuant to this Section, which Price Protection Notice shall mean contain a brokers' confirmation of sale or other documentation satisfactory to Halter evidencing such Selling Shareholder's sale of Halter Shares (including the date and sales price thereof), then Halter shall pay to such Selling Shareholder, within fifteen (15) business days after receiving the Price Protection Notice, an amount in cash (the "Protection Amount") equal to the amount actually paid by third parties for a share which: (A) the Acquisition Price exceeds (B) the greater of the Average Market Price or the Disposition Price, multiplied by (C) the number of shares of Halter Common Stock disposed of at the Disposition Price by such Selling Shareholder during the Protection Period. (b) A Selling Shareholder shall have the option, exercisable by giving Halter notice with the Price Protection Notice, to receive the Protection Amount in: (i) cash; (ii) additional Halter Common Stock; or (iii) any combination of the foregoing. The sale If a Selling Shareholder elects to receive additional Halter Common Stock, the number of shares of Halter Common Stock Equivalents such Selling Shareholder will receive shall be deemed to have occurred at equal the time quotient obtained by dividing that portion of the issuance of the Protection Amount that such Selling Shareholder elects to receive in Halter 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 average closing price 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 and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Halter Common Stock on the AMEX for the five trading days ending on the date Halter receives the Price Protection Notice. All shares of the event giving rise Halter Common Stock issued to the Company’s obligation hereunder), which is subject Selling Shareholders pursuant to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which foregoing shall be payable to "restricted securities" as defined in Rule 144 under the Purchaser to Securities Act and will bear a legend substantially in the extent it obtains judgment. Nothing herein shall limit a Purchaser’s right to pursue actual damages for form described in 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 thereofSubscription Agreement. Notwithstanding anything in this Section 5.2.9 to the contrary contrary, cash shall be paid in lieu of fractional shares. (c) As used herein, this Section 4.17 the term "Protection Date" shall not apply mean the earlier of (i) the date on which all Registrable Securities may be sold pursuant to an Exempt Issuancethe Registration Statement or (ii) the date on which all Merger Consideration consisting of Halter Common Stock may lawfully be sold in the public market without registration.

Price Protection. As to each Purchaser, from the date hereof until the 9 month anniversary of the Effective Date, 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 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) If the Subscription Amount paid by such Purchaser purchase price of any Product is increased, Supplier shall honor any Distributor purchase orders placed prior to the effective date of the increase at the Closing divided by price in effect immediately prior to the Discounted Purchase Price, less time the increase is announced. (b) If the Shares previously issued to such Purchaser pursuant to this Agreement. The term “Discounted Purchase Price” purchase price of any Product is decreased, Supplier shall mean the amount actually paid by third parties for grant Distributor 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 and the Company posts a surety bond for the benefit of such Purchaser credit in the amount of 150% the price decrease for each unit of the market value of such Shares Product that is or has been (based i) on order or in transit to Distributor on the Closing Price effective date of the Common Stock price decrease, (ii) in Distributor's inventory on the effective date of the decrease, and (iii) in Distributor's customers inventory on the effective date of the decrease. In order to receive any credits hereunder, Distributor shall provide Supplier with a report or reports specifying the number of units for which credits are requested, and Supplier shall grant such credits within thirty (30) days after receipt of any such report. In the event no amounts are due to Supplier at such time, Distributor shall mutually agree upon a method of payment for such credit amount, which may include but shall not be limited to cash payment, in accordance with Section 2.7 of this Agreement. Should Supplier have reasonable, valid cause to question or contest any credit requested under this Section 2.2, Supplier shall contest such amount or pose such question within thirty (30) days following Supplier's receipt of Distributor's report(s) as described hereinabove or Supplier shall waive its rights to contest or question such credits and shall remit such credit amounts to Distributor as described in this Section 2.2. (c) Section 2.2(b) shall apply to all Subsidiaries that have the rights of Distributor hereunder, provided that for such Subsidiaries (and also for Merisel Americas, Inc. to the extent Product is held in inventory in North America outside of the United States or ordered from a location in North America outside of the United States) the applicable credit shall be indexed to the local currency rate in effect on the date of the price decrease, for the territory or country in which such inventory of affected Product(s) is located. In no event giving rise to shall the Company’s obligation hereunder), credit granted for such price decrease under this section exceed the aggregate purchase price paid in U.S. dollars for the products which is are 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 4.17 shall not apply to an Exempt Issuanceprice decrease.

Price Protection. As to each PurchaserIf at any time while the Warrants are outstanding, from the date hereof until the 9 month anniversary of the Effective Date, if the Company or any Subsidiary thereof Corporation shall issue any shares of Common Stock Stock, or Common Stock Equivalents entitling any person rights, options, warrants, or entity convertible or exchangeable securities containing the right to acquire subscribe for or purchase shares of Common Stock at an effective price per share less than the Per Share Purchase Price (the “Discounted Purchase Price”excluding (i) shares, rights, options, warrants, or convertible or exchangeable securities issued as further defined below), within 5 Trading Days of the date thereof of issuance of this Warrant or issued in any of the Company shall issue to such Purchaser that number of additional shares of Common Stock equal to transactions described in Paragraphs (a) the Subscription Amount paid by such Purchaser at the Closing divided by the Discounted Purchase Price, less or (b) above, (ii) shares issued upon the Shares previously issued to exercise of such Purchaser pursuant to this Agreement. 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 rights, options or conversion price thereof at the time of the warrants or upon conversion or exchange of such convertible or exchangeable securities, and (iii) the Warrants and any shares issued upon exercise (in addition to the consideration thereof), at a price per share of Common Stock underlying (determined in the case of such rights, options, warrants, or convertible or exchangeable securities by dividing (x) the total amount receivable by the Corporation in consideration of the sale and issuance of such rights, options, warrants, or convertible or exchangeable securities, plus the total minimum consideration payable to the Corporation upon exercise, conversion, or exchange thereof by (y) the total maximum number of shares of Common Stock Equivalents covered by such rights, options, warrants, or convertible or exchangeable securities) lower than the fair market value per share of Common Stock on the date the Corporation fixes the offering price of such shares, rights, options, warrants, or convertible or exchangeable securities, then the Warrant Price shall be adjusted so that it shall equal the price determined by multiplying the Warrant Price in effect immediately prior thereto by a fraction (i) the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding immediately prior to such sale and issuance plus (B) the number of shares of Common Stock which the aggregate consideration received by the Company upon (determined as provided below) for such sale or issuance would purchase at such fair market value per share, and (ii) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such sale and issuance. Such adjustment shall be made successively whenever such an issuance is made. For the purposes of such adjustment, the maximum number of shares of Common Stock which the holder of any such rights, options, warrants or convertible or exchangeable securities shall be entitled to subscribe for or purchase shall be deemed to be issued and outstanding as of the date of such sale and issuance and the consideration received by the Corporation therefor shall be deemed to be the consideration received by the Corporation for such rights, options, warrants, or convertible or exchangeable securities, plus the minimum consideration or premium stated in such rights, options, warrants, or convertible or exchangeable securities to be paid for the shares of Common Stock Equivalents)covered thereby. If In case the Corporation shall sell and issue shares are issued of Common Stock, or rights, options, warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock for a consideration consisting, in whole or in part, of property other than cashcash or its equivalent, then in determining the price per share selling price shall be of Common Stock and the fair value consideration received by the Corporation for purposes of such consideration as determined in good faith by the first sentence of this Paragraph 3(c), 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 Corporation shall determine, 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 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 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 4.17 shall not apply to an Exempt Issuance.good faith,

Price Protection. As to each PurchaserProvided that neither Actixx xxx xxx Xxxxer is in breach of any obligations hereunder, for a period of six (6) months commencing from the date hereof until the 9 Shares are tradable on the Over-the-counter Bulletin Board (whether pursuant to an effective registration statement or pursuant to an available exemption from registration) (such six month anniversary period being referred to herein as the "Price Protection Period"), if a Member ("Selling Member") sells any Shares during the Price Protection Period (the "Protected Shares") at an Effective Price (defined below) less than $0.015625 per share (as adjusted for stock splits, stock dividends, reverse stock splits, and the like), Americana shall deliver to the Selling Member a payment so that the Effective Price of such Protected Shares shall increase to $0.015625 per share (the "Price Protection Payment"). Effective Price shall mean the total sale proceeds from the sale of Protected Shares divided by the total number of shares sold during the Price Protection Period. Americana shall, within thirty (30) days after the Price Protection Period, be obligated to make such payment in cash. However, at Americana's sole discretion, Americana may elect to pay the Price Protection Payment, or any portion thereof, in restricted Common Stock of Americana priced at a 25% discount to the average closing bid price for the five trading days immediately preceding the date of the Effective Dateelection. The Price Protection Payment shall apply solely to the 8,000,000 Shares acquired hereunder, if and not to any other shares acquired or sold by the Company or Selling Member in any Subsidiary thereof other transactions. Accordingly, Americana shall issue not be obligated to make any Common Stock or Common Stock Equivalents entitling Price Protection Payment unless (1) the Selling Member has held the Protected Shares separate from any person or entity to acquire other shares of Common Stock at an effective price per share less than of Americana (and, specifically, the Per Share Purchase Protected Shares shall not be held in a brokerage account commingled with other shares of Americana) and (2) provides evidence reasonably satisfactory to Americana that the Protected Shares were in fact sold during the Price Protection Period and the amounts realized from each sale (the “Discounted Purchase Price”i.e., as further defined below)copies of brokerage account statements with detailed sales history showing trade dates, 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 Priceshares, less (b) the Shares previously issued to such Purchaser pursuant to this Agreement. The term “Discounted Purchase Price” shall mean the amount actually paid by third parties for a share of Common Stock. The and 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 Equivalentsprice). 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 and the Company posts a surety bond for the benefit of such Purchaser in the amount of 150% of the market value of such Shares (based on the Closing Price of the Common Stock on the date of the event giving rise to the Company’s obligation hereunder), which is subject to the injunction, which bond shall remain in effect until the completion of litigation of the dispute and the proceeds of which shall be payable to the Purchaser to the extent it obtains judgment. Nothing herein shall limit a 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 4.17 shall not apply to an Exempt Issuance.