Common use of Certain Issues Excepted Clause in Contracts

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Company shall not be required to make any adjustment to the Exercise Price under this Section 9 in connection with securities of the Company issued: (i) in connection with a merger, acquisition or consolidation, (ii) in connection with bona fide joint venture, strategic license or similar business partnering arrangements (provided that the transaction or arrangement is not primarily for the purpose of raising capital from Person whose primary business is investing in securities), (iii) upon exercise of this Warrant or the other Warrants issued in the offering pursuant to which this Warrant was issued; (iv) upon exercise of any warrants issued to the placement agents and its designees for the transactions contemplated hereby; (v) in connection with any share split, share dividend, recapitalization or similar transaction by the Company for which adjustment is made pursuant to this Section 9; and (vi) the grant of options, warrants or other Common Stock equivalents under any duly authorized Company stock option, restricted stock plan or stock purchase plan whether now existing or hereafter approved by the Company and its stockholders in the future (but not as to any amendments or other modifications to the amount of Common Stock issuable thereunder, the terms set forth therein, or the exercise price set forth therein) and the issuance of Common Stock in respect thereof.

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Company Maker shall not be required to make any adjustment to the Exercise Conversion Price under this Section 9 in connection with securities of the Company issued: (i) securities issued (other than for cash) in connection with a merger, acquisition acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Maker's securities, (iii) securities issued pursuant to the conversion or exercise of convertible or excercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to the Purchase Agreement, (iv) the shares of Common Stock issuable upon the exercise of Warrants, (v) securities issued in connection with bona fide joint venture, strategic license or similar business agreements, partnering arrangements (provided that the transaction or arrangement is other consulting services so long as such issuances are not primarily for the purpose of raising capital from Person whose primary business is investing in securities)capital, (iiivi) upon exercise of this Warrant Common Stock issued or the other Warrants issued in issuance or grants of options or warrants to purchase Common Stock to any employer, officer, director or advisor of the offering pursuant to which this Warrant was issued; Company for a period of two (iv2) upon years following the Issuance Date so long as the exercise price of such options or warrants is greater than $0.75, (vii) any warrants issued to the placement agents agent and its designees for the transactions contemplated hereby; (v) in connection with any share split, share dividend, recapitalization or similar transaction by the Company for which adjustment is made Purchase Agreement, and (viii) the payment of any accrued interest in shares of Common Stock pursuant to this Section 9; Note or the Other Notes, and (viix) the grant of optionssecurities issued to CNET Networks, warrants or other Common Stock equivalents under any duly authorized Company stock option, restricted stock plan or stock purchase plan whether now existing or hereafter approved by the Company and its stockholders in the future (but not as to any amendments or other modifications to the amount of Common Stock issuable thereunder, the terms set forth therein, or the exercise price set forth therein) and the issuance of Common Stock in respect thereof.Inc.

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Company Maker shall not be required to make any adjustment to the Exercise Conversion Price under this Section 9 in connection with securities of the Company issued: (i) securities issued (other than for cash) in connection with a merger, acquisition acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Maker’s securities, (iii) securities issued pursuant to the conversion or exercise of convertible or excercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to the Purchase Agreement, (iv) the shares of Common Stock issuable upon the exercise of Warrants, (v) securities issued in connection with bona fide joint venture, strategic license agreements or similar business other partnering arrangements (provided that the transaction or arrangement is so long as such issuances are not primarily for the purpose of raising capital from Person whose primary business is investing in securities)capital, (iiivi) upon exercise of this Warrant Common Stock issued or the other Warrants options to purchase Common Stock granted or issued in the offering pursuant to which this Warrant was issued; the Maker’s stock option plans and employee stock purchase plans as they now exist, (ivvii) upon exercise of any warrants issued to the placement agents agent and its designees for the transactions contemplated hereby; (v) in connection with any share split, share dividend, recapitalization or similar transaction by the Company for which adjustment is made Purchase Agreement, and (viii) the payment of any accrued interest in shares of Common Stock pursuant to this Section 9; and (vi) the grant of options, warrants or other Common Stock equivalents under any duly authorized Company stock option, restricted stock plan or stock purchase plan whether now existing or hereafter approved by the Company and its stockholders in the future (but not as to any amendments or other modifications to the amount of Common Stock issuable thereunder, the terms set forth therein, or the exercise price set forth therein) and the issuance of Common Stock in respect thereofNote.

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Company Maker shall not be required to make any adjustment to the Exercise Conversion Price under this Section 9 in connection with securities of the Company issuedwith: (i) securities issued (other than for cash) in connection with a merger, acquisition acquisition, or consolidation, ; (ii) securities issued or issuable pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof (so long as the conversion or exercise price in such securities are not amended, except in connection with the issuance of the Promissory Notes and Warrants, to lower such price and/or adversely affect the Holders), pursuant to the conversion of the Series C Convertible Preferred Stock, or in connection with the issuance of the Promissory Notes (including, without limitation, pursuant to the Purchase Agreement or that certain Exchange Agreement, dated as of , 2008, by and among the Maker and the holders signatory thereto (the “Exchange Agreement”), or otherwise in connection with the conversion of Maker’s Series A Preferred Stock); (iii) securities convertible into Common Stock issued in lieu of cash interest payments to holders of the Maker’s securities entitled to interest; (iv) securities issued in connection with bona fide joint venturestrategic collaborations, strategic license development agreements or similar business partnering arrangements (provided that licensing transactions approved by the transaction or arrangement is not primarily for the purpose of raising capital from Person whose primary business is investing in securities), (iii) upon exercise of this Warrant or the other Warrants issued in the offering pursuant to which this Warrant was issued; (iv) upon exercise of any warrants issued to the placement agents and its designees for the transactions contemplated herebyBoard; (v) securities issued to financial institutions or lessors in connection with any share split, share dividend, recapitalization or similar transaction by the Company for which adjustment is made pursuant to this Section 9; and (vi) the grant of options, warrants or other Common Stock equivalents under any duly authorized Company stock option, restricted stock plan or stock purchase plan whether now existing or hereafter approved by the Company and its stockholders in the future (but not as to any amendments or other modifications to the amount of Common Stock issuable thereunder, the terms set forth therein, or the exercise price set forth therein) and the issuance of Common Stock in respect thereof.commercial credit

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Company Maker shall not be required to make any adjustment to the Exercise Conversion Price under this Section 9 in connection with securities of the Company issued: (i) securities issued (other than for cash) in connection with a merger, acquisition acquisition, or consolidation, (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Maker’s securities, (iii) securities issued pursuant to the conversion or exercise of convertible or excercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to the Purchase Agreement, (iv) the shares of Common Stock issuable upon the exercise of Warrants, (v) securities issued in connection with bona fide joint venture, strategic license agreements or similar business other partnering arrangements (provided that the transaction or arrangement is so long as such issuances are not primarily for the purpose of raising capital from Person whose primary business is investing in securities)capital, (iiivi) upon exercise of this Warrant Common Stock issued or the other Warrants options to purchase Common Stock granted or issued in the offering pursuant to which this Warrant was issued; the Maker’s employee or consultant stock purchase plans as they now exist and stock incentive plans as they now exist, (ivvii) upon exercise of any warrants issued to the placement agents agent and its designees for the transactions contemplated hereby; (v) in connection with any share split, share dividend, recapitalization or similar transaction by the Company for which adjustment is made Purchase Agreement, and (viii) the payment of any principal and accrued interest in shares of Common Stock pursuant to this Section 9; and (vi) the grant of options, warrants or other Common Stock equivalents under any duly authorized Company stock option, restricted stock plan or stock purchase plan whether now existing or hereafter approved by the Company and its stockholders in the future (but not as to any amendments or other modifications to the amount of Common Stock issuable thereunder, the terms set forth therein, Note or the exercise price set forth therein) and the issuance of Common Stock in respect thereof.Other Notes. Series D Senior Convertible Promissory Note