Common use of Certain Issues Excepted Clause in Contracts

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Maker shall not be required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the conversion or exercise of convertible or excercisable securities issued or outstanding on or prior to the date hereof or the Notes and Warrants issued pursuant to the Purchase Agreement (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders), (iii) the shares of Common Stock issuable upon the exercise of Warrants, (iv) securities issued in connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (v) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company's stock option plans and employee stock purchase plans as they now exist on the date hereof, (vi) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, (vii) Common Stock issued in connection with consulting or advisory services not in excess of 5,000,000 shares and (viii) the payment of any principal in shares of Common Stock pursuant to this Note or the Other Notes.

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Maker Company shall not be required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the conversion or exercise of convertible or excercisable exercisable securities issued or outstanding on or prior to the date hereof of the Purchase Agreement or the Notes and Warrants issued pursuant to the Purchase Agreement (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the HoldersHolder), (iiiii) the shares of Common Stock issuable upon the exercise of WarrantsConversion Shares, (iv) securities issued in connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (viii) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company's stock option plans and employee stock purchase plans as they now that either (x) exist on the date hereofof the Purchase Agreement, or (y) do not exceed ten percent (10%) of the outstanding Common Stock of the Company as of the date of the Purchase Agreement, (viiv) any warrants note issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, (vii) Common Stock issued in connection with consulting or advisory services not in excess of 5,000,000 shares Agreement and (viii) the payment of any principal in shares of Common Stock pursuant issuable upon the conversion of said note; and (v) any shares of Common Stock issued upon the exercise of the warrant issued to this Note or Xxxxxx Xxxxx for the Other Notestransactions contemplated by the Purchase Agreement.

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Maker shall not be required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the conversion or exercise of convertible or excercisable securities issued or outstanding on or prior to the date hereof or the Notes and Warrants issued pursuant to the Purchase Agreement (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders), (iii) the shares of Common Stock issuable upon the exercise of Warrants, (iv) securities issued in connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (v) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company's stock option plans and employee stock purchase plans as they now exist on the date hereof, (vi) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, (vii) Common Stock issued in connection with consulting or advisory services not in excess of 5,000,000 shares shares, and (viii) the payment of any principal in shares of Common Stock pursuant to this Note or the Other Notes.

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Maker Company shall not be required to make any adjustment to the Conversion Price in connection with (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (ii) securities issued pursuant to the conversion or exercise of convertible or excercisable exercisable securities issued or outstanding on or prior to the date hereof of the Placement Agreement or the Notes and Warrants issued pursuant to the Purchase Placement Agreement (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the HoldersHolder), (iiiii) the shares of Common Stock issuable upon the exercise of WarrantsConversion Shares, (iv) securities issued in connection with strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital, (viii) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to the Company's stock option plans and employee stock purchase plans as they now that either (x) exist on the date hereofof the Placement Agreement, or (viy) do not exceed ten percent (10%) of the outstanding Common Stock of the Company as of the date of the Placement Agreement, and (iv) any warrants shares of Common Stock issued upon the exercise of the warrant issued to the placement agent and its designees Xxxxxx Xxxxx for the transactions contemplated by the Accelerant Purchase Agreement, (vii) Common Stock issued in connection with consulting or advisory services not in excess of 5,000,000 shares and (viii) the payment of any principal in shares of Common Stock pursuant to this Note or the Other Notes.