Common use of Price Protection Clause in Contracts

Price Protection. If, on the Vesting Date, the aggregate Market Price of the shares of Common Stock issuable upon settlement of the Units, is less than $1.50 per share, then the Company agrees to grant and issue to you, for no additional consideration, additional Units (“Additional Units”) such that the aggregate Market Price of the Common Stock underlying the Units previously issued, when added to the Market Price of the Common Stock underlying such Additional Units, shall equal at least $15,000 for each completed month of service. For the purposes hereof, “Market Price” at any date shall be deemed to be (i) if the 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 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 OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it.

Price Protection. IfAs to each Purchaser, on from the Vesting date hereof until the 9 month anniversary of the Effective Date, if the aggregate Market Price 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 issuable upon settlement 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 Units, is less than $1.50 per share, then date thereof the Company agrees to grant and shall issue to yousuch 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 no additional consideration, additional Units (“Additional Units”) such that a share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the aggregate Market Price 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 Units previously issued, when added to Common Stock Equivalents received by the Market Price Company upon such sale or issuance of the Common Stock underlying such Additional UnitsEquivalents). If shares are issued for a consideration other than cash, shall equal at least $15,000 for each completed month of service. For the purposes hereof, “Market Price” at any date per share selling price shall be deemed to be (i) if the principal trading market for fair value of such securities is any exchange, the last reported sale price, on each Trading Day for which determination is made consideration 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 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 OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be 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 best information 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 itit 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. IfIf at any time while the Warrants are outstanding, the Corporation shall issue shares of Common Stock, or rights, options, warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (i) shares, rights, options, warrants, or convertible or exchangeable securities issued as of the date of issuance of this Warrant or issued in any of the transactions described in Paragraphs (a) or (b) above, (ii) shares issued upon the exercise of such rights, options or warrants or upon conversion or exchange of such convertible or exchangeable securities, and (iii) the Warrants and any shares issued upon exercise thereof), at a price per share of Common Stock (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 covered by such rights, options, warrants, or convertible or exchangeable securities) lower than the fair market value per share of Common Stock on the Vesting Datedate 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 (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 aggregate Market Price 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 issuable upon settlement covered thereby. In case the Corporation shall sell and issue shares 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 cash or its equivalent, then in determining the price per share of Common Stock and the consideration received by the Corporation for purposes of the Unitsfirst sentence of this Paragraph 3(c), is less than $1.50 per share, then the Company agrees to grant and issue to you, for no additional consideration, additional Units (“Additional Units”) such that the aggregate Market Price of the Common Stock underlying the Units previously issued, when added to the Market Price of the Common Stock underlying such Additional Units, shall equal at least $15,000 for each completed month of service. For the purposes hereof, “Market Price” at any date shall be deemed to be (i) if the 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 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 OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined in good faith by resolution of the Board of Directors of the CompanyCorporation shall determine, based on the best information available to it.in good faith,

Price Protection. IfAs to each Purchaser, on from the Vesting Datedate hereof until ---------------- the Effective date, if the aggregate Market Price 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 issuable upon settlement at an effective price per share less than a Per Share Purchase Price (the "Discounted Purchase Price", as further defined --------------------------- below), within 5 Trading Days of the Units, is less than $1.50 per share, then date thereof the Company agrees to grant and shall issue to yousuch Purchaser that number of additional shares of Common Stock equal to (a) the actual Subscription Amount paid by such Purchaser at 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 no additional consideration, additional Units (“Additional Units”) such that a share of Common Stock. The sale of Common Stock Equivalents shall be deemed to have occurred at the aggregate Market Price 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 Units previously issued, when added to Common Stock Equivalents received by the Market Price Company upon such sale or issuance of the Common Stock underlying such Additional UnitsEquivalents). If shares are issued for a consideration other than cash, shall equal at least $15,000 for each completed month of service. For the purposes hereof, “Market Price” at any date per share selling price shall be deemed to be (i) if the principal trading market for fair value of such securities is any exchange, the last reported sale price, on each Trading Day for which determination is made consideration 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 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 OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be 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 best information 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 itit 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 4.15 shall not apply to an Exempt Issuance.

Price Protection. IfIn the event that the Company or CHS exercises a Repurchase Option following termination of Executive's employment with Beacon Operating by Beacon Operating without Just Cause, on and a Sale of the Vesting DateCompany or Beacon Operating is consummated during the twelve (12) month period following the date of the Closing pursuant to exercise of such Repurchase Option, the Company shall pay to each Holder of Available Securities which sold such securities pursuant to the exercise of such Repurchase Option, as additional purchase price for the Executive Securities purchased pursuant to such Repurchase Option, an amount (the "Additional Amount") equal to the aggregate Market amount, if any, by which such Holder's Sale Price (as defined herein) would exceed the Repurchase Price paid to such Holder with respect to the Available Securities sold by such Holder pursuant to the Repurchase Option. "Sale Price" shall mean the amount which would have been realized by a Holder of Available Securities as a result of a Sale of the shares Company had the purchase of Common Stock issuable upon settlement such Holder's Available Securities pursuant to the exercise of the UnitsRepurchase Option not occurred and such Holder had participated in, is less than $1.50 per shareor received proceeds as a result of, then such Sale of the Company agrees to grant (assuming exercise of all outstanding options, warrants and issue to you, for no additional consideration, additional Units (“Additional Units”) such that the aggregate Market Price of the Common Stock underlying the Units previously issued, when added to the Market Price of the Common Stock underlying such Additional Units, shall equal at least $15,000 for each completed month of serviceother convertible securities). For purposes of computing the purposes hereofSale Price, “Market Price” at any date shall be deemed to be (i) if the principal trading market for computation shall take into account the portion of all transaction and other costs which such securities is any exchange, Holder would have had to bear as a result of participation in the last reported sale price, on each Trading Day for which determination is made as officially reported on any consolidated tape, Sale of the Company; (ii) if any part of the principal consideration in connection with a Sale of the Company is paid in property or securities, the value of said consideration shall be computed by determining the fair market for value of such property or securities at the time of closing of the Sale of the Company (which, in the case of securities shall, if applicable, take into account reductions or discounts in the fair market value resulting from such securities is being "restricted securities" within 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 meaning of the OTC Markets Group, Inc. (whichever is the principal market for the Company’s Common Shares) as reported at xxxx://xxxxxxx.xxxxx.xxx or, Rule 144); (iii) if the security consideration in connection with a Sale of the Company is not quoted payable in installments or otherwise on Nasdaq or the OTC.QBa deferred basis, the average bid and asked price value of said consideration shall be computed at the present value thereof as set forth on XXX.Xxxx of the OTC Markets Groupdate of consummation of the Sale of the Company, Inc. listing taking into account interest payable on said installments according to the terms thereof and using as a discount rate the "prime rate" then in effect at the First National Bank of Chicago; and (iv) an equitable adjustment shall be made to take into account all Common Stock splits, Common Stock dividends and other changes to the Company's capital structure occurring between the date the Repurchase Option is exercised and the date on which the Sale of the Company takes place; provided, however, that all subsequent issuances of securities or other interests by the Company following exercise of the Repurchase Option which would have the effect of diluting the seller's ownership interest in the Company shall so dilute such securities ownership interest for such daypurposes of this paragraph. Notwithstanding The Additional Amount shall be payable by the foregoingCompany in cash (or, if there not cash, the same property received in the Sale of the Company, in which case subsection (ii) above shall not apply) not later than thirty (30) days after the date on which the Sale of the Company is no reported closing price consummated, unless the following sentence is applicable. In the case of a Sale of the Company where deferred payments (including, without limitation, pursuant to a promissory note or bid pricean escrow arrangement) are to be made by the purchaser, the Additional Amount shall be paid at such time(s) as the purchaser makes payments to the Company or all other holders of Common Stock, as the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price be (in which case subsection (iii) shall not apply). The Additional Amount shall be determined in good faith by resolution of the Board of Directors of independent certified public accountants regularly engaged by the Company, based whose determination shall be final and binding on the best information available to itparties hereto.

Price Protection. If, on For a period of one hundred eighty (180) days following the Vesting final Closing Date, so long as any Subscriber holds any Shares, if the aggregate Market Company, at any time following the date hereof, issues any Additional Securities (as defined below) at a price per such Additional Security lower than the Effective Price of (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 following the date hereof) (such lower price, the “Subsequent Offering Price”), upon each such issuance the Company shall promptly cause to be issued and delivered to each Subscriber such additional shares of Common Stock issuable upon settlement (“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) minus (B) the sum of the Unitsnumber of Shares originally issued hereunder and the number of Ratchet Shares, is less than $1.50 per shareif any, then 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 agrees shall promptly cause to grant be issued and issue delivered to youeach Subscriber, for no additional considerationWarrants to purchase such number of shares of Common Stock equal to 50% of the number of any Ratchet Shares issued to such Subscriber. As used herein (and except as provided in the next succeeding sentence), additional Units (“Additional Units”) such that the aggregate Market Price 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 underlying the Units previously issuedare offered as units together with any other rights (whether warrants, when added to the Market Price other securities representing or directly or indirectly convertible into or exchangeable for share capital of the Common Stock underlying such Additional UnitsCompany, or other rights), the “Subsequent Offering Price” shall equal at least $15,000 be the price paid for each completed month of service. For the purposes hereof“unit” in such offering, “Market Price” at any date which unit shall be deemed to be comprised of (i) if the 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, one share of Common Stock plus (ii) if a number of such other rights as is equal to (x) the principal market for aggregate number of such securities is other rights offered in such transaction divided by (y) the over-the-counter marketaggregate number of shares of Common Stock 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 closing prices (orCompany pursuant to its 2012 Incentive Plan, if no closing priceas in effect on the date hereof and described in the Commission Documents or pursuant to any other stock option plan, the closing bid price) on such Trading Days as set forth agreement or arrangement approved by Nasdaq or the OTC.QB of the OTC Markets Group, Inc. (whichever is the principal market for the Company’s board of directors and/or governed by the 2012 Incentive Plan; (ii) shares of Common Shares) as reported at xxxx://xxxxxxx.xxxxx.xxx orStock 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 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 the security is not quoted on Nasdaq required under applicable law or the OTC.QBstock exchange regulations, the average bid and asked price as set forth Company’s stockholders; (iv) shares of Common Stock issued by reason of a dividend, stock split, split-up or other distribution on XXX.Xxxx ordinary shares; (v) shares of Common Stock, options or other securities convertible into, or exercisable for, shares of Common Stock issued (a) in connection with the OTC Markets Groupacquisition of, Inc. listing such securities for such day. Notwithstanding or licensing arrangements for, pharmaceutical products, (b) to suppliers or third party service providers in connection with the foregoingprovision of goods or services or (c) in connection with sponsored research, if there is no reported closing price collaboration, technology license, development, OEM, marketing or bid priceother similar agreements or strategic partnerships, as the in each case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined in good faith pursuant to transactions approved by resolution of the Board of Directors of the CompanyCompany and not in connection with a capital raising transaction; or (vi) any shares of Series B Preferred Stock or dividends thereon issued on or after the date hereof (any securities issued as described in clauses (i) through (vi), based on collectively, “Excluded Securities”). For the best information available avoidance of doubt, Excluded Securities (and the proceeds from the issuance thereof) shall not be included in the calculation of the aggregate gross proceeds to itthe Company from sales of Additional Securities for purposes of this Section 1.6.

Price Protection. If, on upon effectiveness of a registration statement or registrations statements of which the Vesting Holders shall have received notice pursuant to Section 1.3(a)(i) hereof (each an "Effective Date"), the offering price of the Common Stock so registered (the "Base Price") shall have been less than the Strike Price, then within ten (10) days following the Effective Date, the aggregate Market Price Company shall issue to each of the Holders additional shares of Common Stock issuable upon settlement of as hereinafter determined (the Units, is less than $1.50 per share, then the Company agrees to grant and issue to you, for no additional consideration, additional Units (“"Additional Units”) such that the aggregate Market Price of the Common Stock underlying the Units previously issued, when added to the Market Price of the Common Stock underlying such Shares"). The Additional Units, shall equal at least $15,000 for each completed month of service. For the purposes hereof, “Market Price” at any date Shares shall be deemed to be Share Consideration, of which eighty percent (i80%) shall be Registrable Securities and twenty percent (20%) shall be delivered to the 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 principal trading market for number of Escrow Shares allocable to such securities is any exchangeHolder pursuant to the terms of the Escrow Agreement). The product thereof shall be divided by the Base Price, the last reported sale pricedividend of which shall, subject to the next succeeding sentence, be the number of Additional Shares so issuable. No fractional shares shall be issued and any fractional amounts shall be rounded downward. If, 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 first anniversary of the over-the-counter marketClosing Date, the closing prices (orBase Price on such date shall be less than the Strike Price, if no closing priceAdditional Shares shall also be issuable to any Holder to whom, as of the first anniversary of the Closing Date, the closing bid price) on Company has not afforded the opportunity to register all of such Trading Days as set forth by Nasdaq Holder's Registrable Securities (including, without limitation, any Excluded Shares and any Additional Shares or Penalty Shares issued or required to be issued prior to the OTC.QB first anniversary of the OTC Markets GroupClosing Date that are Registrable Securities) in a registration statement or registration statements of which such Holders shall have received notice pursuant to Section 1.3(a)(i) hereof, 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 but only in respect of the OTC Markets Group, Inc. listing number of Registrable Securities held by such securities for Holder which have not been included in such dayregistration statement or statements. Notwithstanding the foregoingimmediately preceding sentence, if there is in no reported closing price or bid price, as event shall the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall Company be determined in good faith by resolution of the Board of Directors of the Company, based on the best information available obligated to it.issue such

Price Protection. If, on upon effectiveness of a registration statement or registrations statements of which the Vesting Holders shall have received notice pursuant to Section 1.3(a)(i) hereof (each an "Effective Date"), the offering price of the Common Stock so registered (the "Base Price") shall have been less than the Strike Price, then within ten (10) days following the Effective Date, the aggregate Market Price Company shall issue to each of the Holders additional shares of Common Stock issuable upon settlement of as hereinafter determined (the Units, is less than $1.50 per share, then the Company agrees to grant and issue to you, for no additional consideration, additional Units (“"Additional Units”) such that the aggregate Market Price of the Common Stock underlying the Units previously issued, when added to the Market Price of the Common Stock underlying such Shares"). The Additional Units, shall equal at least $15,000 for each completed month of service. For the purposes hereof, “Market Price” at any date Shares shall be deemed to be Merger Consideration, of which eighty percent (i80%) shall be Registrable Securities and twenty percent (20%) shall be delivered to the 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 Merger 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 principal trading market for number of Escrow Shares allocable to such securities is any exchangeHolder pursuant to the terms of the Escrow Agreement). The product thereof shall be divided by the Base Price, the last reported sale pricedividend of which shall, subject to the next succeeding sentence, be the number of Additional Shares so issuable. No fractional shares shall be issued and any fractional amounts shall be rounded downward. If, 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 first anniversary of the over-the-counter marketClosing Date, the closing prices (orBase Price on such date shall be less than the Strike Price, if no closing priceAdditional Shares shall also be issuable to any Holder to whom, as of the first anniversary of the Closing Date, the closing bid price) on Company has not afforded the opportunity to register all of such Trading Days as set forth by Nasdaq Holder's Registrable Securities (including, without limitation, any excluded Shares and any Additional Shares or Penalty Shares issued prior to the OTC.QB first anniversary of the OTC Markets GroupClosing Date that are Registrable Securities) in a registration statement or registration statements of which such Holders shall have received notice pursuant to Section 1.3(a)(i) hereof, 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 but only in respect of the OTC Markets Group, Inc. listing number of Registrable Securities held by such securities for Holder which have not been included in such dayregistration statement or statements. Notwithstanding the foregoingimmediately preceding sentence, if there is in no reported closing price event shall the Company be obligated to issue such Additional Shares to a Holder who has declined to have all or bid price, as the case may be, on any part of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined its or his Registrable Securities included in good faith by resolution of the Board of Directors of the Company, based on the best information available to itany such registration statement.

Price Protection. If, on In the Vesting Date, event that during the aggregate Market Price period which is 90 days after the end of the First Tranche Measuring Period COES shall sell or the Company shall issue any shares of Common Stock issuable upon settlement ("First Future Shares") at a price per share which shall be less than the per share First Tranche Purchase Price or during the period which is 90 days after the end of the Units, is 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 $1.50 the per shareshare Second Tranche Purchase Price, then the Company agrees to grant and shall issue to youthe Purchasers, pro rata in accordance with the percentage of Shares issued to the Purchasers, for no additional consideration, an amount of additional Units (“Additional Units”) such that the aggregate Market Price shares of the Common Stock underlying the Units previously issued, when added equal to (a) with respect to the Market Price of First Future Shares, an amount equal to the Common Stock underlying such Additional Units, shall equal at least $15,000 for each completed month of service. For the purposes hereof, “Market Price” at any date shall be deemed to be difference between (i) if 6,000,000 divided by the principal trading market for such securities is any exchange, price at which the last reported sale price, on each Trading Day for which determination is made as officially reported on any consolidated tape, First Future Shares were sold or issued and (ii) if the principal market for amount equal to the number of Initial First Tranche Shares sold, 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 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 the Purchasers pursuant to this Section 3.13 such securities is shares of Common Stock shall be included in the over-the-counter marketterm "Transaction Shares." Notwithstanding anything to the contrary set forth above, the closing prices (orterms "First Future Shares" and "Second Future Shares" shall not include any shares of Common Stock which may be issued in the future upon conversion of, if no closing price, or pursuant to the closing bid price) on such Trading Days as set forth terms of any agreement entered into by Nasdaq COES or the OTC.QB Company in respect of, securities of COES and/or the OTC Markets Group, Inc. (whichever is Company which have been issued or entered into and which have been disclosed in writing to the principal market for Purchasers prior to 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 date of the OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to itthis Agreement.

Price Protection. IfIf at any time while the Warrants are outstanding, the Corporation shall issue shares of Common Stock, or rights, options, warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Common Stock (excluding (i) shares, rights, options, warrants, or convertible or exchangeable securities issued as of the date of issuance of this Warrant or issued in any of the transactions described in Paragraphs (a) or (b) above, (ii) shares issued upon the exercise of such rights, options or warrants or upon conversion or exchange of such convertible or exchangeable securities, and (iii) the Warrants and any shares issued upon exercise thereof), at a price per share of Common Stock (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 covered by such rights, options, warrants, or convertible or exchangeable securities) lower than the fair market value per share of Common Stock on the Vesting Datedate 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 (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 aggregate Market Price 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 issuable upon settlement of covered thereby. In case the Units, is less than $1.50 per share, then the Company agrees to grant Corporation shall sell and issue shares of Common Stock, or rights, options, warrants, or convertible or exchangeable securities containing the right to you, subscribe for no additional consideration, additional Units (“Additional Units”) such that the aggregate Market Price of the Common Stock underlying the Units previously issued, when added to the Market Price of the Common Stock underlying such Additional Units, shall equal at least $15,000 for each completed month of service. For the purposes hereof, “Market Price” at any date shall be deemed to be (i) if the 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 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 OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it.

Price Protection. If, on For a period of one hundred eighty (180) days following the Vesting final Closing Date, so long as any Subscriber holds any Shares or Preferred Shares, if the aggregate Market Company, at any time following the date hereof, issues any Additional Securities (as defined below) at a price per such Additional Security lower than the Effective Price of (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 following the date hereof) (such lower price, the “Subsequent Offering Price”), upon each such issuance the Company shall promptly cause to be issued and delivered to each Subscriber such additional shares of Common Stock issuable upon settlement 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) minus (B) the sum of the Unitsnumber of Shares originally issued hereunder and the number of Ratchet Shares, is less than $1.50 per shareif any, then 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 agrees shall promptly cause to grant be issued and issue delivered to youeach Subscriber, for no additional considerationWarrants to purchase such number of shares of Common Stock equal to 50% of the number of any Ratchet Shares issued to such Subscriber. As used herein (and except as provided in the next succeeding sentence), additional Units (“Additional Units”) such that the aggregate Market Price 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 underlying the Units previously issuedare offered as units together with any other rights (whether warrants, when added to the Market Price other securities representing or directly or indirectly convertible into or exchangeable for share capital of the Common Stock underlying such Additional UnitsCompany, or other rights), the “Subsequent Offering Price” shall equal at least $15,000 be the price paid for each completed month of service. For the purposes hereof“unit” in such offering, “Market Price” at any date which unit shall be deemed to be comprised of (i) if the 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, one share of Common Stock plus (ii) if a number of such other rights as is equal to (x) the principal market for aggregate number of such securities is other rights offered in such transaction divided by (y) the over-the-counter marketaggregate number of shares of Common Stock 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 closing prices (orCompany pursuant to its 2012 Incentive Plan, if no closing priceas in effect on the date hereof and described in the Commission Documents or pursuant to any other stock option plan, the closing bid price) on such Trading Days as set forth agreement or arrangement approved by Nasdaq or the OTC.QB of the OTC Markets Group, Inc. (whichever is the principal market for the Company’s board of directors and/or governed by the 2012 Incentive Plan; (ii) shares of Common Shares) as reported at xxxx://xxxxxxx.xxxxx.xxx orStock 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 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 the security is not quoted on Nasdaq required under applicable law or the OTC.QBstock exchange regulations, the average bid and asked price as set forth Company’s stockholders; (iv) shares of Common Stock issued by reason of a dividend, stock split, split-up or other distribution on XXX.Xxxx ordinary shares; (v) shares of Common Stock, options or other securities convertible into, or exercisable for, shares of Common Stock issued (a) in connection with the OTC Markets Groupacquisition of, Inc. listing such securities for such day. Notwithstanding or licensing arrangements for, pharmaceutical products, (b) to suppliers or third party service providers in connection with the foregoingprovision of goods or services or (c) in connection with sponsored research, if there is no reported closing price collaboration, technology license, development, OEM, marketing or bid priceother similar agreements or strategic partnerships, as the in each case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined in good faith pursuant to transactions approved by resolution of the Board of Directors of the CompanyCompany and not in connection with a capital raising transaction; or (vi) any shares of Series B Preferred Stock or dividends thereon issued on or after the date hereof (any securities issued as described in clauses (i) through (vi), based on collectively, “Excluded Securities”). For the best information available avoidance of doubt, Excluded Securities (and the proceeds from the issuance thereof) shall not be included in the calculation of the aggregate gross proceeds to itthe Company from sales of Additional Securities for purposes of this Section 1.6.

Price Protection. IfProvided that neither Actixx xxx xxx Xxxxer is in breach of any obligations hereunder, for a period of six (6) months commencing from the date the Shares are tradable on the Vesting DateOver-the-counter Bulletin Board (whether pursuant to an effective registration statement or pursuant to an available exemption from registration) (such six month period being referred to herein as the "Price Protection Period"), if a Member ("Selling Member") sells any Shares during the aggregate Market 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 election. The Price Protection Payment shall apply solely to the 8,000,000 Shares acquired hereunder, and not to any other shares acquired or sold by the Selling Member in any other transactions. Accordingly, Americana shall not be obligated to make any Price Protection Payment unless (1) the Selling Member has held the Protected Shares separate from any other shares of Common Stock issuable upon settlement of Americana (and, specifically, the Units, is less than $1.50 per share, then the Company agrees Protected Shares shall not be held in a brokerage account commingled with other shares of Americana) and (2) provides evidence reasonably satisfactory to grant and issue to you, for no additional consideration, additional Units (“Additional Units”) such Americana that the aggregate Market Protected Shares were in fact sold during the Price Protection Period and the amounts realized from each sale (i.e., copies of the Common Stock underlying the Units previously issuedbrokerage account statements with detailed sales history showing trade dates, when added to the Market Price number of the Common Stock underlying such Additional Unitsshares, shall equal at least $15,000 for each completed month of service. For the purposes hereof, “Market Price” at any date shall be deemed to be (i) if the principal trading market for such securities is any exchange, the last reported and 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 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 OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it).

Price Protection. If, If and whenever on or after the Vesting Issue Date, the aggregate Market Price of the Company issues or sells, or in accordance with this Section 4 is deemed to have issued or sold, any shares of Common Stock issuable upon settlement (including the issuance or sale of the Units, is less than $1.50 per share, then the Company agrees to grant and issue to you, for no additional consideration, additional Units (“Additional Units”) such that the aggregate Market Price shares of the Common Stock underlying the Units previously issued, when added to the Market Price of the Common Stock underlying such Additional Units, shall equal at least $15,000 for each completed month of service. For the purposes hereof, “Market Price” at any date shall be deemed to be (i) if the 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 owned or held by Nasdaq or the OTC.QB of the 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 OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined in good faith by resolution of the Board of Directors account of the Company, based on 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 (X) Common Stock Equivalents (as hereinafter defined) granted or issued prior to the best information available Issue Date or (Y) subsection (i) and (ii) below) (“Additional Shares of Common Stock”) for a consideration per share that is less than a price equal to it.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. 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 determined by multiplying the applicable Exercise Price then in effect immediately prior to such adjustment by the 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 foregoing (including, without limitation, determining the reduced Exercise Price and consideration per share under this Section 4(d)), the following shall be applicable:

Price Protection. IfProvided that neither Action nor any Member is in breach of any obligations hereunder, for a period of six (6) months commencing from the date the Shares are tradable on the Vesting DateOver-the-counter Bulletin Board (whether pursuant to an effective registration statement or pursuant to an available exemption from registration) (such six month period being referred to herein as the "Price Protection Period"), if a Member ("Selling Member") sells any Shares during the aggregate Market 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 election. The Price Protection Payment shall apply solely to the 8,000,000 Shares acquired hereunder, and not to any other shares acquired or sold by the Selling Member in any other transactions. Accordingly, Americana shall not be obligated to make any Price Protection Payment unless (1) the Selling Member has held the Protected Shares separate from any other shares of Common Stock issuable upon settlement of Americana (and, specifically, the Units, is less than $1.50 per share, then the Company agrees Protected Shares shall not be held in a brokerage account commingled with other shares of Americana) and (2) provides evidence reasonably satisfactory to grant and issue to you, for no additional consideration, additional Units (“Additional Units”) such Americana that the aggregate Market Protected Shares were in fact sold during the Price Protection Period and the amounts realized from each sale (i.e., copies of the Common Stock underlying the Units previously issuedbrokerage account statements with detailed sales history showing trade dates, when added to the Market Price number of the Common Stock underlying such Additional Unitsshares, shall equal at least $15,000 for each completed month of service. For the purposes hereof, “Market Price” at any date shall be deemed to be (i) if the principal trading market for such securities is any exchange, the last reported and 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 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 OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it).

Price Protection. IfThe Purchaser covenants and agrees that if, on at any time during the Vesting Date, the aggregate Market Price first ninety (90) days that some or all of the shares LML Shares issued hereunder, by effluxion of Common Stock issuable upon settlement time or otherwise may be resold pursuant to the provisions of applicable securities legislation, and any of the Units, Vendors sells any such LML Shares through the facilities of NASDAQ at a price per LML Share that is less than $1.50 per sharethe LML Share Closing Value, then, upon such Vendor supplying proof to the Purchaser of the relevant circumstances of such sale in form acceptable to the Purchaser, then the Company agrees Purchaser shall issue additional LML Shares (the "Additional LML Shares") to grant and issue to you, for no additional consideration, additional Units (“Additional Units”) such that the aggregate Market Price of the Common Stock underlying the Units previously issued, when added Vendor equal to the Market Price lesser of (A) the Common Stock underlying such Additional Units, shall equal at least $15,000 for each completed month maximum number of service. For shares that may be issued by the purposes hereof, “Market Price” at any date shall be deemed Purchaser without obtaining shareholder approval under the rules and regulations applicable to be 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) if multiplying the 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, number of LML Shares sold by (ii) if the principal market for 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 securities is Vendor in such sale (the over-the-counter market"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 closing prices first ninety (or, if no closing price, the closing bid price90) on such Trading Days as set forth by Nasdaq days after some or the OTC.QB all of the OTC Markets GroupAdditional LML Shares issued hereunder are, Inc. (whichever is by effluxion of time or otherwise may be resold pursuant to the principal market for the Company’s Common Shares) as reported at xxxx://xxxxxxx.xxxxx.xxx orprovisions of any applicable securities legislation, (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 OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be, on any of the ten trading days preceding Vendors sells any such Additional LML Shares through the event requiring facilities of NASDAQ at a determination price per LML Share that is less than the Additional LML Share Closing Value, then, upon such Vendor supplying proof to the Purchaser of Market Price hereunderthe relevant circumstances of such sale in form acceptable to the Purchaser, then the Market Price Purchaser shall issue additional LML Shares to such Vendor equal to lesser of (A) the maximum number of shares that may be determined in good faith issued by resolution of the Board of Directors of Purchaser without obtaining shareholder approval under the Company, based rules and regulations applicable to issuers listed on the best information available 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 itthe 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. If, on If the Vesting Date, the aggregate Market Price of the Company issues or sells any shares of Common Stock issuable upon settlement 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 UnitsCompany in connection with any Exempt Issuance (defined below), is for a consideration per share or conversion, exercise or exchange price per share, as applicable (the “New Issuance Price”), less than $1.50 per share1.00 (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Company agrees to grant and shall issue to you, for no each Investor an additional consideration, additional Units number of Shares determined by (“Additional Units”i) such that dividing the aggregate Market Purchase Price for the Shares purchased hereby by (B) the New Issuance Price and then (ii) subtracting from the result the number of Shares originally purchased pursuant to this Agreement. Such issuance shall occur not later than five business days following the initial closing of the 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 underlying the Units previously issued, when added or other securities convertible into or excisable or exchangeable for shares of Common Stock in a transaction involving aggregate gross proceeds to the Market Price Company at the time of the Common Stock underlying such Additional Units, shall equal at least sale or issuance of $15,000 for each completed month of service5 million or greater. For the purposes hereof, “Market PriceExempt Issuance” at means the issuance of (a) shares of Common Stock 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 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 which covers both, the New Issuance Price for purposes of determining any adjustment shall be deemed computed as the portion of the consideration so received that may be reasonably determined, in good faith, by the board of directors of the Company to be (i) if the principal trading market for allocable to 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 additional Shares or the OTC.QB of the 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 OTC Markets Group, Inc. listing such securities for such day. Notwithstanding the foregoing, if there is no reported closing price or bid price, as the case may be, on any of the ten trading days preceding the event requiring a determination of Market Price hereunder, then the Market Price shall be determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to itother securities.