Common use of Price Protection Clause in Contracts

Price Protection. If during the period from the Closing of the Offering in which the Subscriber participates until the Price Protection End Date (as defined below), the Company shall issue Additional Shares of Common Stock (as defined below) for a consideration per share, or with an exercise or conversion price per share, less than the Purchase Price (adjusted proportionately (or if it cannot be adjusted proportionately, then equitably) for any event described in clause (ii) of the following paragraph occurring after the respective Closing of the Offering) (the “Lower Price”), the Subscriber shall be entitled to receive from the Company (for no additional consideration), additional Shares in an amount such that, when added to the number of Shares purchased by the Subscriber under this Agreement, will equal the number of Shares that the Subscriber’s Purchase Price for the Shares set forth on the Subscriber’s signature page hereof would have purchased at the greater of (A) the Lower Price, and (B) the Floor Price (as defined below); provided, however, that for the avoidance of doubt, if the Subscriber is a director, executive officer, employee, or other affiliate of the Company at the time of the applicable Closing, or at any time within the three months preceding such Closing was a director, executive officer, employee or other affiliate of the Company, the Subscriber will not receive price-protection rights in the Offering, including under this Section 18; provided, further, that, (i) no Subscriber will receive the price protection rights in the Offering, including under this Section 18, to the extent that receipt thereof would cause the Company to issue more than 20% of the number of shares of Common Stock outstanding prior to the commencement of the Offering, and (ii) the Company may allocate price protection rights among Subscribers in its sole discretion.

Price Protection. If during the period from the Closing of the Offering in which the Subscriber participates until the Price Protection End Date (as defined below), the Company shall issue Additional Shares of Common Stock (as defined below) for a consideration per share, or with an exercise or conversion price per share, less than the Purchase Price (adjusted proportionately (or if it cannot be adjusted proportionately, then equitably) for any event described in clause (ii) of the following paragraph occurring after the respective Closing of the Offering) (the “Lower Price”), the Subscriber shall be entitled to receive from the Company (for no additional consideration), additional Shares in an amount such that, when added Consideration ------------------------------ The parties agreed to the number of Initial Shares purchased by on the Subscriber under this Agreementexpectation that the public trading price of such shares was expected to increase during the eighteen month period after the closing to at least $15 per share. In that regard, if the "value" of the O2 registered shares of common stock (as determined in accordance with the first paragraph of Post-Closing Consideration section above) does not equal or exceed $15 per share for the "three month" period beginning fifteen Xxxxx Xxxxxxx, Chief Executive Officer O2, Essential Marketing Technologies September 12, 2000 Page 5 months after the closing, O2 shall deliver to CSEI (or its assigns who received any of the unrestricted Initial Shares at the end of the lock-up periods), additional shares of O2 common stock which, if unregistered, will equal be subject to (the Securities Registration Obligations section below. The number of Shares additional which, if unregistered will be subject to shares of O2 common stock deliverable with respect to each Initial Share (that has not been returned pursuant to the Subscriber’s Purchase Price indemnification obligations below) shall equal (i) $15.00 minus the "value" as determined for such quarter; (ii) divided by such "value". For example, if the Shares "value" equals $12.00, then ($15.00 - $12.00)/$12.00 = $3.00/12.00 = .25 additional share of O2 common stock issuable with respect to each Initial Share of Common Stock, whether or not such Initial Share remains in the possession of CSEI or any of its assigns (unless it has been returned to O2 pursuant to the indemnification provisions below). Liabilities ----------- O2 will not assume any liability of any kind with respect to the eCMS technology or related assets, other than the specific liabilities set forth on the Subscriber’s signature page hereof would have purchased at the greater of (A) the Lower PriceExhibit C with respect to such equipment that O2 elects to acquire, and (B) the Floor Price (as defined below); provided, however, that for the avoidance of doubt, if the Subscriber is a director, executive officer, employee, or other affiliate of the Company at the time of the applicable Closing, or at any time within the three months preceding such Closing was a director, executive officer, employee or other affiliate of the Company, the Subscriber will not receive price-protection rights set forth in the Offering, including under this Section 18; provided, further, that, (i) no Subscriber will receive the price protection rights in the Offering, including under this Section 18, to the extent that receipt thereof would cause the Company to issue more than 20% of the number of shares of Common Stock outstanding prior to the commencement of the Offering, Related Assets and (ii) the Company may allocate price protection rights among Subscribers in its sole discretionContracts section above.

Price Protection. If (a) In the event that the Buyer sells any of the Shares 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 period from 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 Offering in 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 Subscriber participates until gross proceeds received by the Price Protection End Date 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 below), the Company shall issue Additional Shares of Common Stock (as defined belowin 17 C.F.R. Section 240.13e-3) for a consideration per share, or with an exercise or conversion price per share, less than the Purchase Price (adjusted proportionately (or if it cannot be adjusted proportionately, then equitably) for any event described in clause (ii) of the following paragraph occurring after the respective Closing of the Offering) (the “Lower Price”), the Subscriber shall be entitled to receive from the Company (for no additional consideration), additional Shares in an amount such that, when added respect to the number of Shares purchased by Company's common stock within the Subscriber under this Agreement, will equal two-year period following the number of Shares that Closing. Nothing herein shall restrict the Subscriber’s Purchase Price for the Shares set forth on the Subscriber’s signature page hereof would have purchased at the greater of (A) the Lower Price, and (B) the Floor Price (as defined below); provided, however, that for the avoidance of doubt, if the Subscriber is a director, executive officer, employee, or other affiliate ability of the Company at or any of its affiliates (other than the time of Buyer and any other entity controlled by the applicable ClosingBuyer) to engage in a Rule 13e-3 transaction, which is not initiated by the Buyer or any other entity which is controlled by the Buyer, or at the right, duties or obligations of any time within the three months preceding such Closing was a director, executive officer, employee or other affiliate of directors nominated to the Company, 's board of directors by the Subscriber will not receive price-protection rights in the Offering, including under this Section 18; provided, further, that, (i) no Subscriber will receive the price protection rights in the Offering, including under this Section 18, Buyer to the extent that receipt thereof would cause the Company to issue more than 20% of the number of shares of Common Stock outstanding prior to the commencement of the Offering, and (ii) the Company may allocate price protection rights among Subscribers in its sole discretionexercise their independent judgment with respect thereto.

Price Protection. If during From the period from date hereof through the Closing date on which the Company has sold to bona fide third parties (which shall include sales to officers, directors and shareholders of the Offering in which Company that are approved by the Subscriber participates until board of directors, including a majority of the Price Protection End Date (as defined below), disinterested directors) from and after the Company shall issue date of this Agreement Additional Shares of Common Stock Securities (as defined below) for resulting in aggregate gross proceeds to the Company of $28,000,000, if the Company issues any Additional Securities at a consideration per share, or with an exercise or conversion price per share, less such Additional Security lower than the Purchase Price purchase price per Unit hereunder (adjusted proportionately (or if it cannot be adjusted proportionatelyi.e., then equitably) for any event described in clause (ii) of the following paragraph occurring after the respective Closing of the Offering$9.50) (such lower price, the “Lower Subsequent Offering Price”), the Subscriber shall be entitled to receive from upon each such issuance the Company (for no additional consideration), additional Shares in an amount such that, when added shall promptly cause to be issued and delivered to the number of Shares purchased by Buyer such additional ADSs (“Ratchet ADSs”) equal to the Subscriber under this Agreement, will equal the number of Shares that the Subscriber’s Purchase Price for the Shares set forth on the Subscriber’s signature page hereof would have purchased at the greater excess of (A) the Lower Pricequotient of 6,000,010 divided by the Subsequent Offering Price (calculated, and in the event of any security convertible into or exercisable for ADSs or Ordinary Shares, based on the conversion or exercise price per share and, in the case of an offering of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares, multiplied by 10 (or, in the case one ADS represents some other number of Ordinary Shares, multiplied by such other number)) minus (B) the Floor Price sum of 631,580 and the number of Ratchet ADSs, if any, issued pursuant to this Agreement prior to issuance of such additional Ratchet ADSs. As used herein (and except as defined belowprovided in the next succeeding sentence), “Additional Securities” means Ordinary Shares, any other capital stock of the Company, ADSs, 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 Ordinary Shares and/or ADSs 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 be the price paid for each “unit” in such offering, which unit shall be comprised of (i) one Ordinary Share and or ADS, as the case may be, 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 Ordinary Share or ADSs, as the case may be, offered in such transaction. “Additional Securities” shall not include: (i) the Offered Securities; (ii) stock options, Ordinary Shares and other stock awards issued to employees or directors of, or consultants or advisors to, the Company pursuant to its 2010 Stock Option Plan, as in effect on the date hereof and described in the SEC Documents or pursuant to any other stock option plan, agreement or arrangement approved by the Company’s board of directors; (iii) Ordinary Shares actually issued upon the exercise of options or warrants outstanding on the date hereof, in each case provided such issuance is pursuant to the terms of such option or warrant; and (iv) Ordinary Shares issued by the Company 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; (v) Ordinary Shares or ADSs issued by reason of a dividend, stock split, split-up or other distribution on ordinary shares; or (vi) Ordinary Shares, ADSs, options or other securities convertible into, or exercisable for, Ordinary Shares or ADSs issued (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 similar agreements or strategic partnerships, in each case pursuant to transactions approved by the Board of Directors of the Company and not in connection with a capital raising transaction (any securities issued as described in clauses (i) through (vi), collectively, “Excluded Securities”). For the avoidance of doubt, if Excluded Securities (and the Subscriber is a director, executive officer, employee, or other affiliate proceeds from the issuance thereof) shall not be included in the calculation of the aggregate gross proceeds to the Company at from sales of Additional Securities for purposes of this Section 4(f). Notwithstanding anything to the time contrary herein, in the event of an issuance of Ratchet ADSs to the Buyer, such issuance and the price for each Ratchet ADS shall be subject to the receipt of all approvals required under the applicable Closing, or at any time within the three months preceding such Closing was a director, executive officer, employee or other affiliate of the Company, the Subscriber will not receive price-protection rights in the Offeringlaw, including under this Section 18; provided, further, that, (i) no Subscriber will receive the price protection rights in the Offering, including under this Section 18, but not limited to the extent Israeli Securities Law and the regulations promulgated thereunder, and subject to the TASE rules and guidelines, as may be amended from time to time; provided that receipt thereof would cause the Company shall use its reasonable best efforts to obtain all necessary approvals as promptly as possible following the closing of a sale of Additional Securities resulting in an obligation of the Company to issue more than 20% of the number of shares of Common Stock outstanding prior to the commencement of the OfferingRatchet ADSs hereunder and, and (ii) provided further, that in no event shall the Company be excused from its obligations hereunder to issue Ratchet ADSs if required pursuant to this Section 4(f); except as otherwise provided by applicable law, including TASE rules and guidelines as they may allocate price protection rights among Subscribers in its sole discretionbe amended from time to time.

Price Protection. If during the period from the Closing of the Offering in which the Subscriber participates until the Price Protection End Date (as defined below)December 31, 2017, the Company shall issue Additional Shares of Common Stock (as defined below) for a consideration per share, or with an exercise or conversion price per share, less than the Purchase Price (adjusted proportionately (or if it cannot be adjusted proportionately, then equitably) for any event described in clause (ii) of the following paragraph occurring after the respective Closing of the Offering) (the “Lower Price”), the Subscriber shall be entitled to receive from the Company (for no additional consideration), additional Shares in an amount such that, when added to the number of Shares purchased by the Subscriber under this Agreement, will equal the number of Shares that the Subscriber’s Purchase Price for the Shares set forth on the Subscriber’s signature page hereof would have purchased at the greater of (A) the Lower Price, and (B) eighty percent (80%) of the Floor Price (as defined below)Purchase Price; provided, however, that for the avoidance of doubt, if the Subscriber is a director, executive officer, employee, or other affiliate of the Company at the time of the applicable Closing, or at any time within the three months preceding such Closing was a director, executive officer, employee or other affiliate affilaite of the Company, the Subscriber will not receive price-protection rights in the Offering, including under this Section 18; provided, further, that, (i) no Subscriber will receive the price protection rights in the Offering, including under this Section 18, to the extent that receipt thereof would cause the Company to issue more than 20% of the number of shares of Common Stock outstanding oustanding prior to the commencement of the Offering. “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Closing of the Offering in which the Subscriber participates (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option, and warrant or other right, on an as converted or as exercised basis, as of the date of issuance of such security, option, warrant or right), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options, warrants or other rights outstanding as of the Closing of the Offering in which the Subscriber participates; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock relating to any recapitalization, reclassification or reorganization of the capital stock of the Company may allocate price protection rights among Subscribers or otherwise, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets or other transaction effected in its sole discretionsuch a way that there is no change of control; (iii) shares of Common Stock issued in a firmly underwritten registered public offering under the Securities Act; (iv) shares of Common Stock issued or issuable pursuant to the acquisition of another entity or business by the Company by merger, purchase of substantially all of the assets or other reorganization or pursuant to a joint venture or technology license agreement, but not including a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (v) shares of Common Stock issued or issuable to officers, directors and employees of, or consultants to, the Company pursuant to stock grants, option plans, purchase plans or other employee stock incentive programs or arrangements approved by the Board of Directors, or upon exercise of options or warrants granted to such parties pursuant to any such plan or arrangement; and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings, lease arrangements or similar transactions, in the aggregate not exceeding ten percent (10%) of the number of shares of Common Stock outstanding at any time, and in case of clauses (ii) through (vi) above, such issuance is approved by a majority of disinterested directors of the Company and includes no “death spiral” provision of any kind.

Price Protection. If during the period from the Closing closing bid price of ATI common stock is below $0.12 on a 30 consecutive calendar day average (calculated as a simple average of the Offering in which daily closing price of ATI common stock rounded to the Subscriber participates until the Price Protection End Date (as defined below), the Company shall issue Additional Shares of Common Stock (as defined below) for a consideration per share, or with an exercise or conversion price per share, less than the Purchase Price (adjusted proportionately (or if it cannot be adjusted proportionately, then equitably) for any event described in clause (ii) of the following paragraph occurring after the respective Closing of the Offeringnearest whole xxxxx) (the “Lower "Average Price”"), then if the Subscriber shall be entitled to receive from the Company product obtained by multiplying (for no additional consideration), additional Shares in an amount such that, when added to the number of Shares purchased by the Subscriber under this Agreement, will equal the number of Shares that the Subscriber’s Purchase Price for the Shares set forth on the Subscriber’s signature page hereof would have purchased at the greater of (Aa) the Lower Price, and sum (Bthe "Base Shares") the Floor Price (as defined below); provided, however, that for the avoidance of doubt, if the Subscriber is a director, executive officer, employee, or other affiliate of the Company at the time of the applicable Closing, or at any time within the three months preceding such Closing was a director, executive officer, employee or other affiliate of the Company, the Subscriber will not receive price-protection rights in the Offering, including under this Section 18; provided, further, that, (i) no Subscriber will receive the price protection rights in the Offering, including under this Section 18, to the extent that receipt thereof would cause the Company to issue more than 20% of the number of shares of Common Stock outstanding prior to the commencement of the Offering, Protected Shares and (ii) any Additional Shares previously required to be issued pursuant to this Section 5 by (b) the Company may allocate Average Price is less than the product (the "Floor Amount") obtained by multiplying (x) the Protected Shares by (y) $0.12, then additional shares of unregistered common stock of ATI (such additional shares being referred to as "Additional Shares"), bearing the restrictive legend set forth in Section 2(A), will be issued to Xxxxxxxxxx & Xxxxx LLP, in an amount so that the product obtained by multiplying (I) the sum of (x) the Base Shares and (y) the Additional Shares to be issued by (II) the Average Price is equal to the Floor Amount (i.e., Additional Shares = (Floor Amount / Average Price) - Base Shares). The shares subject to the price protection rights among Subscribers in its sole discretionwill include (a) all of the Restricted Shares and any Penalty Shares then held by RP LLP, and (b) any S-8 Shares then subject to the monthly lockup provided by Section 4(A) (collectively, the "Protected Shares"). For example, on February 20, 2005, the price protection will apply to 850,000 S8 shares (1,750,000 - 900,000) and any Restricted Shares or Restricted Penalty Shares. Restricted Shares and any Penalty Shares shall no longer be deemed to be Protected Shares upon the availability for sale of such shares under Rule 144, PROVIDED, however, if such Restricted Shares or Penalty Shares shall be registered pursuant to an effective registration statement under the Securities Act which is declared effective at any time prior to or within 75 days after the availability for sale of such shares under Rule 144, then, assuming said registration remains effective and available for at least 75 days thereafter, then the Protected Share status of such shares shall lapse 75 days after notice is provided to RP LLP of the effectiveness of such registration statement. The Additional Shares owing will be calculated on a daily basis and reconciled no later than as of the 14th day of each month and issued within 5 business days thereafter.

Price Protection. If (a) In the event that the Buyer sells any of the Shares within the first twelve (12) months after the Closing Date (the "First Year Period") or executes a binding contract 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 Sellers, 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 period from second twelve months following the Closing Date (the "Second Year Period") or executes a binding contract 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 Sellers, as additional consideration for the Shares, an amount equal to the one-third of the Offering in 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 Subscriber participates until gross proceeds received by the Price Protection End Date Buyer for such Shares exceeds the Buyer's tax basis for such Shares and all reasonable fees and expenses incurred in connection with the sale of such Shares by the Buyer, including reasonable legal or investment advisory fees and expenses or broker's commissions. Any amounts owed to the Sellers 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 below), the Company shall issue Additional Shares of Common Stock (as defined belowin 17 C.F.R. Section 240.13e-3) for a consideration per share, or with an exercise or conversion price per share, less than the Purchase Price (adjusted proportionately (or if it cannot be adjusted proportionately, then equitably) for any event described in clause (ii) of the following paragraph occurring after the respective Closing of the Offering) (the “Lower Price”), the Subscriber shall be entitled to receive from the Company (for no additional consideration), additional Shares in an amount such that, when added respect to the number of Shares purchased by Company's common stock within the Subscriber under this Agreement, will equal two-year period following the number of Shares that Closing. Nothing herein shall restrict the Subscriber’s Purchase Price for the Shares set forth on the Subscriber’s signature page hereof would have purchased at the greater of (A) the Lower Price, and (B) the Floor Price (as defined below); provided, however, that for the avoidance of doubt, if the Subscriber is a director, executive officer, employee, or other affiliate ability of the Company at or any of its affiliates (other than the time of Buyer and any other entity controlled by the applicable ClosingBuyer) to engage in a Rule 13e-3 transaction, which is not initiated by the Buyer or any other entity which is controlled by the Buyer, or at the right, duties or obligations of any time within the three months preceding such Closing was a director, executive officer, employee or other affiliate of directors nominated to the Company, 's board of directors by the Subscriber will not receive price-protection rights in the Offering, including under this Section 18; provided, further, that, (i) no Subscriber will receive the price protection rights in the Offering, including under this Section 18, Buyer to the extent that receipt thereof would cause the Company to issue more than 20% of the number of shares of Common Stock outstanding prior to the commencement of the Offering, and (ii) the Company may allocate price protection rights among Subscribers in its sole discretionexercise their independent judgment with respect thereto.

Price Protection. If during the period from the Closing of the Offering in which the Subscriber participates until the Price Protection End Date (as defined below)December 31, 2017, the Company shall issue Additional Shares of Common Stock (as defined below) for a consideration per share, or with an exercise or conversion price per share, less than the Purchase Price (adjusted proportionately (or if it cannot be adjusted proportionately, then equitably) for any event described in clause (ii) of the following paragraph occurring after the respective Closing of the Offering) (the “Lower Price”), the Subscriber shall be entitled to receive from the Company (for no additional consideration), additional Shares in an amount such that, when added to the number of Shares purchased by the Subscriber under this Agreement, will equal the number of Shares that the Subscriber’s Purchase Price for the Shares set forth on the Subscriber’s signature page hereof would have purchased at the greater of (A) the Lower Price, and (B) the Floor Price (as defined below); provided, however, that for the avoidance of doubt, if the Subscriber is a director, executive officer, employee, or other affiliate of the Company at the time of the applicable Closing, or at any time within the three months preceding such Closing was a director, executive officer, employee or other affiliate affilaite of the Company, the Subscriber will not receive price-protection rights in the Offering, including under this Section 18; provided, further, that, (i) no Subscriber will receive the price protection rights in the Offering, including under this Section 18, to the extent that receipt thereof would cause the Company to issue more than 20% of the number of shares of Common Stock outstanding oustanding prior to the commencement of the Offering, and (ii) the Company may allocate price protection rights among Subscribers in its sole discretion.

Price Protection. If during the period from the Closing of the Offering in which the Subscriber participates until the Price Protection End Date (as defined below), the Company shall issue Additional Shares of Common Stock (as defined below) for a consideration per share, or with an exercise or conversion price per share, less than the Purchase Price (adjusted proportionately (or if it cannot be adjusted proportionately, then equitably) for any event described in clause (ii) of the following paragraph occurring after the respective Closing of the Offering) (the “Lower Price”), the Subscriber shall be entitled to receive from the Company (for no additional consideration), additional Shares in an amount such that, when added to the number of Shares purchased by the Subscriber under this Agreement, will equal the number of Shares that the Subscriber’s Purchase Price for the Shares set forth on the Subscriber’s signature page hereof would have purchased at the greater of (A) the Lower Price, and (B) the Floor Price (as defined below); provided, however, that for the avoidance of doubt, if the Subscriber is a director, executive officer, employee, or other affiliate of the Company at the time of the applicable Closing, or at any time within the three months preceding such Closing was a director, executive officer, employee or other affiliate of the Company, the Subscriber will not receive price-protection rights in the Offering, including under this Section 18; provided, further, that, (i) no Subscriber will receive the price protection rights in the Offering, including under this Section 18, to the extent that receipt thereof would cause the Company to issue more than 20% of the number of shares of Common Stock outstanding prior to the commencement of the Offering, and (ii) the Company may allocate price protection rights among Subscribers in its sole discretion. “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company after the Closing of the Offering in which the Subscriber participates (including without limitation any shares of Common Stock issuable upon conversion or exchange of any convertible securities or upon exercise of any option, warrant or other right, on an as converted or as exercised basis, as of the date of issuance of such security, option, warrant or right), other than: (i) shares of Common Stock issued or issuable upon conversion or exchange of any convertible securities or exercise of any options, warrants or other rights outstanding as of the Closing of the Offering in which the Subscriber participates; (ii) shares of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock relating to any recapitalization, reclassification or reorganization of the capital stock of the Company or otherwise, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets or other transaction effected in such a way that there is no change of control; (iii) shares of Common Stock issued in a firmly underwritten registered public offering under the Securities Act; (iv) shares of Common Stock issued or issuable pursuant to the acquisition of another entity or business by the Company by merger, purchase of substantially all of the assets or other reorganization or pursuant to a joint venture or technology license agreement, but not including a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (v) shares of Common Stock issued or issuable to officers, directors and employees of, or consultants to, the Company pursuant to stock grants, option plans, purchase plans or other employee stock incentive programs or arrangements approved by the Board of Directors, or upon exercise of options or warrants granted to such parties pursuant to any such plan or arrangement; and (vi) securities issued to financial institutions, institutional investors or lessors in connection with credit arrangements, equipment financings, lease arrangements or similar transactions, in the aggregate not exceeding ten percent (10%) of the number of shares of Common Stock outstanding at any time, and in case of clauses (ii) through (vi) above, such issuance is approved by a majority of disinterested directors of the Company and includes no “death spiral” provision of any kind.

Price Protection. (a) If during the period from average reported last sale price of Common Stock for the 20 business days immediately preceding the date which is the first anniversary of the Closing Date (the "Average Price"), is less than $2.00 per share (the "Purchase Price"), as adjusted as set forth below, the Company shall promptly issue to each Investor, without the payment of any additional consideration by such Investor, additional shares of Common Stock in an amount equal to the difference between (x) the quotient resulting from dividing (A) the aggregate purchase price set forth opposite the name of such Investor under the heading "Aggregate Purchase Price" on Schedule 1.1 attached hereto by (B) the Average Price and (y) an amount (the "Base Number of Shares"), subject to adjustment as set forth below, originally equal to the number of Shares set forth opposite the name of such Investor under the heading "Number of Shares to be Purchased" on Schedule 1. 1. No fractional shares or scrip representing fractional shares shall be issued in connection with the rights described in this Section. (b) It is understood that the certificates evidencing any securities issued under this Section 7.2 shall bear the legend set forth in Section 3.6. (c) No Investor shall, solely by virtue of this Section 7.2, have any of the Offering rights of a holder of Common Stock of the Company, either at law or equity, with respect to any securities which may be issued under this Section until such securities are issued to such Investor, at which time such Investor shall be deemed the holder of record o such securities for all purposes. (d) No Investor may assign, sell, transfer or otherwise dispose of any of such Investor's rights set forth in this Section 7.2 without the assignment, sale, transfer or other disposition of all of such Investor's Shares. (e) For purposes of this Section 7.2, the Purchase Price and the Base Number of Shares under this Section for a given Investor are subject to adjustment from time to time as follows: (i) If the Company, at any time prior to the Anniversary Date, shall split, subdivide or combine the securities as to which rights under this Section 7.2 exist, into a different number of securities of the Subscriber participates until same class, the Purchase Price Protection End Date and the Base Number of Shares shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination. (ii) If the Company, at any time prior to the Anniversary Date, by reclassification of securities or otherwise, shall change any of the securities as defined belowto which rights under this Section 7.2 exist into the same or a different number of securities of any other class or classes, the rights granted to the Investors under this Section 7.2 shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the rights under this Section 7.2 immediately prior to such reclassification or other change and the Purchase Price and the Base Number of shares shall be appropriately adjusted. (iii) Upon the occurrence of each adjustment or readjustment pursuant to this Section 7.2(e), the Company shall issue Additional Shares of Common Stock (as defined below) for a consideration per share, promptly compute such adjustment or readjustment in accordance with an exercise or conversion price per share, less than the Purchase Price (adjusted proportionately (or if it cannot be adjusted proportionately, then equitably) for any event described in clause (ii) of the following paragraph occurring after the respective Closing of the Offering) (the “Lower Price”), the Subscriber shall be entitled to receive from the Company (for no additional consideration), additional Shares in an amount such that, when added terms hereof and furnish to the number of Shares purchased by the Subscriber under this Agreement, will equal the number of Shares that the Subscriber’s Purchase Price for the Shares set Investor a certificate setting forth on the Subscriber’s signature page hereof would have purchased at the greater of (A) the Lower Price, and (B) the Floor Price (as defined below); provided, however, that for the avoidance of doubt, if the Subscriber is a director, executive officer, employee, such adjustment or other affiliate of the Company at the time of the applicable Closing, or at any time within the three months preceding such Closing was a director, executive officer, employee or other affiliate of the Company, the Subscriber will not receive price-protection rights in the Offering, including under this Section 18; provided, further, that, (i) no Subscriber will receive the price protection rights in the Offering, including under this Section 18, to the extent that receipt thereof would cause the Company to issue more than 20% of the number of shares of Common Stock outstanding prior to the commencement of the Offering, and (ii) the Company may allocate price protection rights among Subscribers in its sole discretionreadjustments.

Price Protection. If during From the period from date hereof through the Closing date on which the Company has sold to bona fide third parties (which shall include sales to officers, directors and shareholders of the Offering in which Company that are approved by the Subscriber participates until board of directors, including a majority of the Price Protection End Date (as defined below), disinterested directors) from and after the Company shall issue date of this Agreement Additional Shares of Common Stock Securities (as defined below) for resulting in aggregate gross proceeds to the Company of $25,500,000, if the Company issues any Additional Securities at a consideration per share, or with an exercise or conversion price per share, less such Additional Security lower than the Purchase Price purchase price per Unit hereunder (adjusted proportionately (or if it cannot be adjusted proportionatelyi.e., then equitably) for any event described in clause (ii) of the following paragraph occurring after the respective Closing of the Offering$9.50) (such lower price, the “Lower Subsequent Offering Price”), the Subscriber shall be entitled to receive from upon each such issuance the Company (for no additional consideration), additional Shares in an amount such that, when added shall promptly cause to be issued and delivered to the number of Shares purchased by Buyer such additional ADSs (“Ratchet ADSs”) equal to the Subscriber under this Agreement, will equal the number of Shares that the Subscriber’s Purchase Price for the Shares set forth on the Subscriber’s signature page hereof would have purchased at the greater excess of (A) the Lower Pricequotient of 2,500,020 divided by the Subsequent Offering Price (calculated, and in the event of any security convertible into or exercisable for ADSs or Ordinary Shares, based on the conversion or exercise price per share and, in the case of an offering of Ordinary Shares or any security convertible into or exercisable for Ordinary Shares, multiplied by 10 (or, in the case one ADS represents some other number of Ordinary Shares, multiplied by such other number)) minus (B) the Floor Price sum of 263,160 and the number of Ratchet ADSs, if any, issued pursuant to this Agreement prior to issuance of such additional Ratchet ADSs. As used herein (and except as defined belowprovided in the next succeeding sentence), “Additional Securities” means Ordinary Shares, any other capital stock of the Company, ADSs, 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 Ordinary Shares and/or ADSs 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 be the price paid for each “unit” in such offering, which unit shall be comprised of (i) one Ordinary Share and or ADS, as the case may be, 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 Ordinary Share or ADSs, as the case may be, offered in such transaction. “Additional Securities” shall not include: (i) the Offered Securities; (ii) stock options, Ordinary Shares and other stock awards issued to employees or directors of, or consultants or advisors to, the Company pursuant to its 2010 Stock Option Plan, as in effect on the date hereof and described in the SEC Documents or pursuant to any other stock option plan, agreement or arrangement approved by the Company’s board of directors; (iii) Ordinary Shares actually issued upon the exercise of options or warrants outstanding on the date hereof, in each case provided such issuance is pursuant to the terms of such option or warrant; and (iv) Ordinary Shares issued by the Company 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; (v) Ordinary Shares or ADSs issued by reason of a dividend, stock split, split-up or other distribution on ordinary shares; or (vi) Ordinary Shares, ADSs, options or other securities convertible into, or exercisable for, Ordinary Shares or ADSs issued (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 similar agreements or strategic partnerships, in each case pursuant to transactions approved by the Board of Directors of the Company and not in connection with a capital raising transaction (any securities issued as described in clauses (i) through (vi), collectively, “Excluded Securities”). For the avoidance of doubt, if Excluded Securities (and the Subscriber is a director, executive officer, employee, or other affiliate proceeds from the issuance thereof) shall not be included in the calculation of the aggregate gross proceeds to the Company at from sales of Additional Securities for purposes of this Section 4(f). Notwithstanding anything to the time contrary herein, in the event of an issuance of Ratchet ADSs to the Buyer, such issuance and the price for each Ratchet ADS shall be subject to the receipt of all approvals required under the applicable Closing, or at any time within the three months preceding such Closing was a director, executive officer, employee or other affiliate of the Company, the Subscriber will not receive price-protection rights in the Offeringlaw, including under this Section 18; provided, further, that, (i) no Subscriber will receive the price protection rights in the Offering, including under this Section 18, but not limited to the extent Israeli Securities Law and the regulations promulgated thereunder, and subject to the TASE rules and guidelines, as may be amended from time to time; provided that receipt thereof would cause the Company shall use its reasonable best efforts to obtain all necessary approvals as promptly as possible following the closing of a sale of Additional Securities resulting in an obligation of the Company to issue more than 20% of the number of shares of Common Stock outstanding prior to the commencement of the OfferingRatchet ADSs hereunder and, and (ii) provided further, that in no event shall the Company be excused from its obligations hereunder to issue Ratchet ADSs if required pursuant to this Section 4(f); except as otherwise provided by applicable law, including TASE rules and guidelines as they may allocate price protection rights among Subscribers in its sole discretionbe amended from time to time.