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 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 strategic license agreements, partnering arrangements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock to any employer, officer, director or advisor of the Company for a period of two (2) 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 agent and its designees for the transactions contemplated by the Purchase Agreement, and (viii) the payment of any accrued interest in shares of Common Stock pursuant to this Note or the Other Notes, and (ix) securities issued to CNET Networks, Inc.

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Maker Company shall not be required to make any adjustment to the Conversion Exercise 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 partnering arrangements (provided that the transaction or other consulting services so long as such issuances are arrangement is not primarily for the purpose of raising capitalcapital from Person whose primary business is investing in securities), (viiii) Common Stock issued upon exercise of this Warrant or the issuance or grants other Warrants issued in the offering pursuant to which this Warrant was issued; (iv) upon exercise of options or warrants to purchase Common Stock to any employer, officer, director or advisor of the Company for a period of two (2) 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 agent agents and its designees for the transactions contemplated hereby; (v) in connection with any share split, share dividend, recapitalization or similar transaction by the Purchase Agreement, Company for which adjustment is made pursuant to this Section 9; and (viiivi) the payment grant of options, warrants or other Common Stock equivalents under any accrued interest 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 shares the future (but not as to any amendments or other modifications to the amount of Common Stock pursuant to this Note issuable thereunder, the terms set forth therein, or the Other Notes, exercise price set forth therein) and (ix) securities issued to CNET Networks, Inc.the issuance of Common Stock in respect thereof.

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 with: (i) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, ; (ii) securities issued pursuant to a bona fide firm underwritten public offering of the Maker's securities, (iii) securities issued or issuable pursuant to the conversion or exercise of convertible or excercisable exercisable securities issued or outstanding on or prior to the date hereof (so long as the conversion or issued 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) the shares of Common Stock issuable upon the exercise of Warrants, (v) securities issued in connection with bona fide strategic license agreementscollaborations, partnering arrangements development agreements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock to any employer, officer, director or advisor of the Company for a period of two (2) 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 agent and its designees for the licensing transactions contemplated approved by the Purchase Agreement, and Board; (viii) the payment of any accrued interest in shares of Common Stock pursuant to this Note or the Other Notes, and (ixv) securities issued to CNET Networks, Inc.financial institutions or lessors in connection with commercial credit

Certain Issues Excepted. For purposes of this Warrant, a "Subsequent Financing" shall be defined as any subsequent offer or sale to, or exchange with (or other type of distribution to), any third party of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including debt securities so convertible, in a private transaction (collectively, the "Financing Securities") other than a Permitted Financing. Anything herein to the contrary notwithstanding, the Maker Company shall not be required to make any adjustment to the Conversion Purchase Price in connection with the case of any Permitted Financing. For purposes of this Warrant, "Permitted Financing" shall mean any transaction involving (i1) securities issued the Company's issuance of any Financing Securities (other than for cash) in connection with a merger, acquisition, acquisition or consolidationconsolidation of the Company, (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, (iv2) the shares Company's issuance of Common Stock issuable upon the exercise of Warrants, (v) securities issued Financing Securities in connection with bona fide strategic license agreements, agreements and other partnering arrangements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi3) the Company's issuance of Financing Securities in connection with bona fide firm underwritten public offerings of its securities, (4) the Company's issuance of Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock pursuant to any employerthe Company's stock option plans and employee stock purchase plans as they now exist, officer, director or advisor (5) as a result of the Company for a period exercise of two (2) years following the Issuance Date so long as the exercise price of such options or warrants is greater than $0.75or conversion of convertible notes or preferred stock which are granted or issued as of December 15, (vii) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, and (viii) the payment of any accrued interest in shares of Common Stock pursuant to this Note or the Other Notes, and (ix) securities issued to CNET Networks, Inc.2006.

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 a bona fide firm underwritten public offering of the Maker's ’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 strategic license agreements, agreements or other partnering arrangements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock granted or issued pursuant to any employer, officer, director the Maker’s employee stock purchase plans as they now exist and stock incentive plans as they now exist or advisor of the Company for a period of two (2) years following the Issuance Date as may be amended so long as the exercise price aggregate number of shares of Common Stock issued pursuant to such options or warrants is greater than $0.75stock incentive plans does not exceed 8,000,000, (vii) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, and (viii) the payment of any principal and accrued interest in shares of Common Stock pursuant to this Note or the Other 10% Notes, and (ix) securities issued to CNET Networks, Inc..

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 a bona fide firm underwritten public offering of the Maker's ’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 strategic license agreements, agreements or other partnering arrangements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock granted or issued pursuant to any employer, officer, director the Maker’s employee or advisor of the Company for a period of two (2) years following the Issuance Date so long consultant stock purchase plans as the exercise price of such options or warrants is greater than $0.75they now exist and stock incentive plans as they now exist, (vii) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, and (viii) the payment of any principal and accrued interest in shares of Common Stock pursuant to this Note or the Other Notes, and (ix) securities issued to CNET Networks, Inc..

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 a bona fide firm underwritten public offering of the Maker's ’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 strategic license agreements, agreements or other partnering arrangements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock granted or issued pursuant to any employer, officer, director or advisor of the Company for a period of two (2) years following the Issuance Date so long Maker’s stock option plans and employee stock purchase plans as the exercise price of such options or warrants is greater than $0.75they now exist, (vii) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, and (viii) the payment of any accrued interest in shares of Common Stock pursuant to this Note or the Other Notes, and (ix) securities issued to CNET Networks, Inc.Note.

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 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 exercisable 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 strategic license agreements, agreements or other partnering arrangements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock granted or issued pursuant to any employer, officer, director or advisor of the Company for a period of two (2) years following the Issuance Date so long Maker's stock option plans and employee stock purchase plans as the exercise price of such options or warrants is greater than $0.75they now exist, (vii) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, and (viii) the payment of any principal and accrued interest in shares of Common Stock pursuant to this Note or the Other Notes, and (ix) securities issued to CNET Networks, Inc.Note.

Certain Issues Excepted. For purposes of this Note, a "Subsequent Financing" shall be defined as any subsequent offer or sale to, or exchange with (or other type of distribution to), any third party of Common Stock or any securities convertible, exercisable or exchangeable into Common Stock, including debt securities so convertible, in a private transaction (collectively, the "Financing Securities") other than a Permitted Financing. Anything herein to the contrary notwithstanding, the Maker Company shall not be required to make any adjustment to the Conversion Price in connection with the case of any Permitted Financing. For purposes of this Note, "Permitted Financing" shall mean any transaction involving (i1) securities issued the Company's issuance of any Financing Securities (other than for cash) in connection with a merger, acquisition, acquisition or consolidationconsolidation of the Company, (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, (iv2) the shares Company's issuance of Common Stock issuable upon the exercise of Warrants, (v) securities issued Financing Securities in connection with bona fide strategic license agreements, agreements and other partnering arrangements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi3) the Company's issuance of Financing Securities in connection with bona fide firm underwritten public offerings of its securities, (4) the Company's issuance of Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock pursuant to any employerthe Company's stock option plans and employee stock purchase plans as they now exist, officer, director or advisor (5) as a result of the Company for a period exercise of two (2) years following the Issuance Date so long as the exercise price of such options or warrants is greater than $0.75or conversion of convertible notes or preferred stock which are granted or issued as of December 15, (vii) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, and (viii) the payment of any accrued interest in shares of Common Stock pursuant to this Note or the Other Notes, and (ix) securities issued to CNET Networks, Inc.2006

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 a bona fide firm underwritten public offering of the Maker's ’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 strategic license agreements, agreements or other partnering arrangements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock granted or issued pursuant to any employer, officer, director the Maker’s employee stock purchase plans as they now exist and stock incentive plans as they now exist or advisor of the Company for a period of two (2) years following the Issuance Date as may be amended so long as the exercise price aggregate number of shares of Common Stock issued pursuant to such options or warrants is greater than $0.75stock incentive plans does not exceed 8,000,000, (vii) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, and (viii) the payment of any principal and accrued interest in shares of Common Stock pursuant to this Note or the Other Notes, and (ix) securities issued to CNET Networks, Inc..

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 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 strategic license agreements, agreements or other partnering arrangements or other consulting services so long as such issuances are not for the purpose of raising capital, (vi) Common Stock issued or the issuance or grants of options or warrants to purchase Common Stock granted or issued pursuant to any employer, officer, director or advisor of the Company for a period of two (2) years following the Issuance Date so long Maker's employee stock purchase plans as the exercise price of such options or warrants is greater than $0.75they now exist and stock incentive plans as they now exist, (vii) any warrants issued to the placement agent and its designees for the transactions contemplated by the Purchase Agreement, and (viii) the payment of any principal and accrued interest in shares of Common Stock pursuant to this Note or the Other Notes, and (ix) securities issued to CNET Networks, Inc..