Common use of Exceptions to Adjustment of Conversion Price Clause in Contracts

Exceptions to Adjustment of Conversion Price. No adjustment to the Exercise Price will be made (A) upon the issuance of shares of Common Stock or options or warrants to purchase Common Stock to directors, officers, consultants or employees of the Company in their capacity as such pursuant to any stock or option plan duly adopted by the Board of Directors of the Company (an "Approved Stock Plan"), provided that the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Warrant Holder or any of the holders of the other Series A Warrants issued pursuant to the Purchase Agreement (the "Other Holders"); (ii) shares of Common Stock issued upon the conversion or exercise of Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Issue Date, provided that the conversion or exercise (as the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the Issue Date, the conversion or exercise price of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Common Stock Equivalents are (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) (nor is any provision of any such Common Stock Equivalents) amended or waived in any manner (whether by the Company or the holder thereof) to increase the number of shares issuable thereunder and none of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects the Warrant Holder or any of the Other Holders; (iii) upon the issuance of the Notes; (iv) upon the issuance of the Note Shares; (v) upon the issuance of Warrant Shares issued pursuant to the Purchase Agreement; (vi) upon the issuance of any warrants to the Placement Agent; and (xi) upon the issuance of shares of Common Stock in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, (I) any Common Stock issued or issuable to raise capital for the Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (xi) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not constitute Excluded Securities.

Exceptions to Adjustment of Conversion Price. No adjustment to the Exercise Price will be made (A) upon the issuance of shares of Common Stock or options or warrants to purchase Common Stock to directors, officers, consultants or employees of the Company in their capacity as such pursuant to any stock or option plan duly adopted by the Board of Directors of the Company (an "“Approved Stock Plan"”), provided that the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Warrant Holder or Holder, any of the holders of the other Series A Warrants issued pursuant to the Purchase Agreement Company’s warrants (the "“Other Holders"”); (ii) shares of Common Stock issued upon the conversion or exercise of Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Issue Date, provided that the conversion or exercise (as the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the Issue Date, the conversion or exercise price of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not loweredlowered other than by the operation of provisions of such Convertible Security that were in effect on the date immediately prior to the Issue Date,, none of such Common Stock Equivalents are (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) (nor is any provision of any such Common Stock Equivalents) amended or waived in any manner (whether by the Company or the holder thereof) to increase the number of shares issuable thereunder and none of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects the Warrant Holder or any of the Other Holders; (iii) upon the issuance of the Notes; (iv) upon the issuance of the Note Shares; (v) upon the issuance of Warrant Shares issued pursuant to the Purchase Agreement; (vi) upon the issuance of any warrants to the Placement AgentAgent and the underlying shares; (vii) upon the issuance of Common Stock upon conversion or exercise of any currently outstanding securities; (viii) upon the issuance of securities pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution; (ix) upon the issuance of securities pursuant to a stock dividend or stock split; and (xix) upon the issuance of shares of Common Stock in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital. Notwithstanding the foregoing, (I) any Common Stock issued or issuable to raise capital for the Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (xi) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not constitute Excluded Securities.

Exceptions to Adjustment of Conversion Price. No Notwithstanding the foregoing, no adjustment to the Exercise Conversion Price will shall be made pursuant to this paragraph (Ae) upon the issuance of any Excluded Securities. For purposes hereof, “Excluded Securities” means (I) the Securities and the Existing Securities; (II) securities issued upon conversion or exercise of the Existing Securities; (III) shares of Common Stock issuable or options issued to (x) employees, consultants or directors from time to time upon the exercise of options, in such case granted or to be granted in the discretion of the Board of Directors pursuant to one or more stock option plans or restricted stock plans in effect as of the Issue Date or adopted after the Issue Date by the independent members of the Board of Directors with substantially the same terms as such plans in effect as of the Issue Date, and (y) vendors pursuant to warrants to purchase Common Stock to directorsthat are outstanding on the date hereof or issued hereafter, officers, consultants or employees of the Company in their capacity as provided such pursuant to any stock or option plan duly adopted issuances are approved by the Board of Directors Directors; (IV) any borrowings, direct or indirect, from financial institutions by the Company that are approved by the Board of Directors, including any type of loan or payment evidenced by any type of Debt instrument, provided the value of the Company (an "Approved Stock Plan"), provided that the exercise price equity portion of any such borrowings, including warrants, options is or other rights to purchase capital stock and other interests convertible into capital stock of the Company, does not lowered, none exceed ten percent (10%) of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Warrant Holder or any of the holders of the other Series A Warrants issued pursuant to the Purchase Agreement (the "Other Holders")borrowing; (iiV) shares of Common Stock issued upon the conversion in connection with any stock split, stock dividend or exercise of Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Issue Date, provided that the conversion or exercise (as the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the Issue Date, the conversion or exercise price of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Common Stock Equivalents are (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) (nor is any provision of any such Common Stock Equivalents) amended or waived in any manner (whether by the Company or the holder thereof) to increase the number of shares issuable thereunder and none recapitalization of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects the Warrant Holder or any of the Other HoldersCompany; (iiiVI) upon the issuance of the Notes; (iv) upon the issuance of the Note Shares; (v) upon the issuance of Warrant Shares issued pursuant to the Purchase Agreement; (vi) upon the issuance of any warrants to the Placement Agent; and (xi) upon the issuance of shares of Common Stock issued in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships the acquisition by the Company of any corporation or joint ventures, in each case other entity occurring after the Effective Date and as long as a fairness opinion with non-affiliated third parties and otherwise on respect to such acquisition is rendered by an arm’s-length basis, the purpose investment bank of which is not to raise additional capital. Notwithstanding the foregoing, national recognition; (IVII) any shares of Common Stock issued or issuable to raise capital for the Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (xi) aboveConvertible Securities or Purchase Rights outstanding on the date hereof, including, without limitation, securities the Existing Securities; and (VIII) shares issued to Persons with whom the Company is entering into a joint venture, strategic alliance or other commercial relationship in one or more related transactions or that result connection with the operation of the Company ‘s business and not in similar economic consequences, shall not constitute Excluded Securitiesconnection with a transaction the purpose of which is to raise equity capital.

Exceptions to Adjustment of Conversion Price. No adjustment to the Exercise Price will be made (Ai) upon the issuance of shares of Common Stock or options or warrants to purchase Common Stock to directors, officers, consultants or employees of the Company in their capacity as such pursuant to any stock or option plan duly adopted by the Board of Directors of the Company Company, which plan does not exceed 250,000 shares in the aggregate (an "Approved Stock Plan"), provided that the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Warrant Holder or any of the holders of the other Series A Warrants issued pursuant to the Purchase Agreement (the "Other Holders"); (ii) shares of Common Stock issued upon the conversion or exercise of Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Issue Date, provided that the conversion or exercise (as the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the Issue Date, the conversion or exercise price of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Common Stock Equivalents are (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) (nor is any provision of any such Common Stock Equivalents) amended or waived in any manner (whether by the Company or the holder thereof) to increase the number of shares issuable thereunder and none of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects the Warrant Holder or any of the Other Holders; (iii) upon the issuance of the Notes; (iv) upon the issuance of the Note Shares; (v) upon the issuance of Warrant Shares issued pursuant to the Purchase Agreement; (vi) upon the issuance of any warrants to the Placement AgentAgent as compensation for the Offering and the issuance of any shares of common stock underlying such warrants; and (xivii) upon the Company’s issuance of shares of Common Stock securities in connection with mergers, acquisitions, strategic licensing license agreements and other partnering arrangements, strategic business partnerships or joint venturesincluding any such agreements in effect as of the Issuance Date, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, so long as such issuances are not for the purpose of raising capital and in which is holders of such securities or debt are not to raise additional capitalat any time granted registration rights. Notwithstanding the foregoing, (I) any Common Stock issued or issuable to raise capital for the Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (xi) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not constitute Excluded Securities.

Exceptions to Adjustment of Conversion Price. No Notwithstanding any other provision of this Article VIII, no adjustment to the Exercise Conversion Price will be made (Ai) upon the grant or exercise of any Convertible Securities or issuance of shares of Common Stock stock to employees, directors or options or warrants to purchase Common Stock to directors, officers, consultants or employees of the Company in their capacity as such pursuant to Corporation which may hereafter be granted to, issued to, or exercised by any employee, director or consultant under any stock option or option similar benefit plan duly adopted or arrangement of the Corporation now existing or to be implemented in the future, so long as (A) the issuance of such stock or Convertible Securities is approved by a majority of the Board of Directors of the Company Corporation or a majority of the members of a committee of non-employee directors established for such purpose and (an "Approved Stock Plan"), provided that B) the exercise price or conversion price for such Convertible Securities, or issue price for such stock, is no less than the greater of (1) 85% of the Daily Market Price in effect on the date of such issuance or grant or (2) 85% of the Conversion Price in effect on the date of such issuance or grant, and (C) the aggregate of all issuances or grants of any stock or Convertible Securities to employees, directors or consultants of the Corporation (excluding such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Warrant Holder or any of the holders of the other Series A Warrants issued pursuant to the Purchase Agreement (the "Other Holders"); (ii) shares of Common Stock issued to Xxxxxx Xxxxxx and Xxxx Xxxxxx prior to August 1, 2000, which total, for purposes of this Paragraph G, shall not exceed in any event 6,000,000 shares of Common Stock) does not exceed 17% of the Issuance Cap, or (ii) upon conversion of the conversion Notes or exercise of the Warrants. The term "Issuance Cap," when used in this Paragraph G, shall mean the aggregate of the outstanding Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Issue Date, provided that the conversion or exercise (as the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the Issue Date, the conversion or exercise price of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Common Stock Equivalents are (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) (nor is any provision of any such Common Stock Equivalents) amended or waived in any manner (whether by the Company or the holder thereof) to increase the number of shares issuable thereunder and none of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects the Warrant Holder or any of the Other Holders; (iii) upon the issuance of the Notes; (iv) upon the issuance of the Note Shares; (v) upon the issuance of Warrant Shares issued pursuant to the Purchase Agreement; (vi) upon the issuance of any warrants to the Placement Agent; and (xi) upon the issuance of plus all shares of Common Stock in connection with mergersissuable upon conversion of any debt securities or preferred stock of the Corporation, acquisitionswhether existing now or hereafter issued or granted, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose plus all shares of which is not to raise additional capital. Notwithstanding the foregoing, (I) any Common Stock issuable pursuant to the exercise of any warrants or options of the Company, whether existing now or hereafter issued or granted, which shares of Common Stock which are issuable to raise capital for upon conversion or exercise are issued or granted at a price that is no greater than 125% of the Company or its SubsidiariesDaily Market Price, directly or indirectly, in connection with any transaction contemplated by clause (xi) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not constitute Excluded Securitiesall as of the Measurement Date.

Exceptions to Adjustment of Conversion Price. No adjustment to the Exercise Price will be made (the following being collectively referred to as “Excluded Securities”) (A) upon the issuance of shares of Common Stock or options or warrants to purchase Common Stock to directors, officers, consultants or employees of the Company in their capacity as such pursuant to any stock or option plan duly adopted by the Board of Directors of the Company (an "Approved Stock Plan"), provided that the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Warrant Holder or any of the holders of the other Series A Warrants issued pursuant to the Securities Purchase Agreement (the "Other Holders"); (ii) shares of Common Stock issued upon the conversion or exercise of Common Stock Equivalents (as hereinafter defined) (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Issue Date, provided that the conversion or exercise (as the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the Issue Date, the conversion or exercise price of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Common Stock Equivalents are (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) (nor is any provision of any such Common Stock Equivalents) amended or waived in any manner (whether by the Company or the holder thereof) to increase the number of shares issuable thereunder and none of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects the Warrant Holder or any of the Other Holders; (iii) upon the issuance of the Notes; (iv) upon the issuance of Warrant Shares issued pursuant to the Note SharesSecurities Purchase Agreement; (v) upon the issuance of Warrant Shares issued pursuant any warrants to any placement agent of the transaction contemplated by the Securities Purchase Agreement; (vivii) upon the issuance of any warrants Warrants or Warrant Shares issued as a result of an event of default under the Notes; (viii) upon the issuance of any securities issued pursuant to the Placement AgentAdditional Financing, as such term is defined in the Note; and (xiix) upon the issuance of shares of Common Stock in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital; and (x) upon the issuance of up to 250,000 shares of Common Stock to consultants and strategic partners. Notwithstanding the foregoing, (I) any Common Stock issued or issuable to raise capital for the Company or its Subsidiariessubsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (xiix) or (x) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not constitute Excluded Securities.

Exceptions to Adjustment of Conversion Price. No adjustment to the Exercise Conversion Price will be made (Ai) upon the issuance of shares of Common Stock or options or warrants to purchase Common Stock to directors, officers, consultants officers or employees of the Company in their capacity as such pursuant to any stock or option plan duly adopted by the Board of Directors of the Company (an "Approved Stock Plan"), provided that the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Warrant Note Holder or any of the holders of the other Series A Warrants issued pursuant to the Purchase Agreement Promissory Notes (the "Other Holders"); (ii) shares of Common Stock issued upon the conversion or exercise of Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Issue Date, provided that the conversion or exercise (as the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the Issue Date, the conversion or exercise price of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Common Stock Equivalents are (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) (nor is any provision of any such Common Stock Equivalents) amended or waived in any manner (whether by the Company or the holder thereof) to increase the number of shares issuable thereunder and none of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects the Warrant Note Holder or any of the Other Holders; (iii) upon the issuance of the Promissory Notes; (iv) upon the issuance of any Shares underlying any of the Note SharesPromissory Notes at the Discount Conversion Price pursuant to a Forced Conversion Event; (v) upon the issuance of Warrant Shares issued pursuant to the Purchase Agreement; (vi) upon the issuance of any warrants or the shares of common stock underlying such warrants issued to the Placement Agent; and (xix) upon the issuance of shares of Common Stock in connection with mergers, acquisitions, strategic licensing arrangements, strategic business partnerships or joint ventures, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, the purpose of which is not to raise additional capital; (xi) upon the issuance of shares of common stock in a public offering of the Company’s common stock; (xii) upon the issuance of any shares of common stock pursuant to a contractual agreement validly in effect and enforceable against the Company with an effective date prior to July 14, 2014; and (xiii) any Notes that remain outstanding due to section 5(h) will not be eligible for adjustment subsequent to a Forced Conversion Event. Notwithstanding the foregoing, and except for shares issued pursuant to clause (Ixi) above, any Common Stock issued or issuable to raise capital for the Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (xix) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not constitute Excluded Securities.

Exceptions to Adjustment of Conversion Price. No Notwithstanding the foregoing, no adjustment to the Exercise Conversion Price will shall be made pursuant to this paragraph (Ae) upon the issuance of any Excluded Securities. For purposes hereof, “Excluded Securities” means (I) securities purchased under the Securities Purchase Agreement; (II) securities issued upon conversion or exercise of the Debentures or the Warrants; (III) shares of Common Stock issuable or options issued to (x) employees, consultants or directors from time to time upon the exercise of options, in such case granted or to be granted in the discretion of the Board of Directors pursuant to one or more stock option plans or restricted stock plans in effect as of the Issue Date or adopted after the Issue Date by the independent members of the Board of Directors with substantially the same terms as such plans in effect as of the Issue Date, or (y) vendors pursuant to warrants to purchase Common Stock to directorsthat are outstanding on the date hereof or issued hereafter, officers, consultants or employees of the Company in their capacity as provided such pursuant to any stock or option plan duly adopted issuances are approved by the Board of Directors Directors; (IV) the equity component of a commercial lending transaction with a federally-insured financial institution that is approved by the independent members of the Company (an "Approved Stock Plan")Board of Directors, provided that the exercise price of any such options is not lowered, none fair market value of such equity component, including warrants, options are amended or other rights to increase the number of shares issuable thereunder purchase capital stock and none other interests convertible into capital stock of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Warrant Holder or any Company, does not exceed ten percent (10%) of the holders of the other Series A Warrants issued pursuant to the Purchase Agreement (the "Other Holders")amount borrowed; (iiV) shares of Common Stock issued upon in connection with any stock split, stock dividend or recapitalization of the conversion or exercise Company; (VI) shares of Common Stock Equivalents (issued in connection with the acquisition by the Company of any corporation or other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to entity occurring after the Issue Effective Date, provided that the conversion or exercise (as the case may be) of any that, if in connection with such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the Issue Dateacquisition, the conversion or exercise price of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Common Stock Equivalents are (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) (nor is any provision of any such Common Stock Equivalents) amended or waived in any manner (whether by the Company or the holder thereof) to increase the will issue a number of shares issuable thereunder and none equal to or greater than 20% of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects the Warrant Holder or any of the Other Holders; (iii) upon the issuance of the Notes; (iv) upon the issuance of the Note Shares; (v) upon the issuance of Warrant Shares issued pursuant to the Purchase Agreement; (vi) upon the issuance of any warrants to the Placement Agent; and (xi) upon the issuance number of shares of Common Stock issued and outstanding immediately prior to the consummation of such acquisition, the Company shall obtain a fairness opinion with respect to such acquisition from an investment bank of national recognition; (VII) shares of Common Stock issued in connection with mergersany Convertible Securities or Purchase Rights outstanding on the date hereof (and not amended, acquisitionschanged or restated after the date hereof) and disclosed in a schedule to the Securities Purchase Agreement; and (VIII) shares issued to Persons with whom the Company is entering into a joint venture, strategic licensing arrangements, strategic alliance or other commercial relationship in connection with the operation of the Company’s business partnerships or joint ventures, and not in each case connection with non-affiliated third parties and otherwise on an arm’s-length basis, a transaction the purpose of which is not to raise additional equity capital. Notwithstanding the foregoing, (I) any Common Stock issued or issuable to raise capital for the Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (xi) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not constitute Excluded Securities.

Exceptions to Adjustment of Conversion Price. No adjustment to the Exercise Price will be made (Ai) upon the issuance of shares of Common Stock or options or warrants to purchase Common Stock to directors, officers, consultants or employees of the Company in their capacity as such pursuant to any stock or option plan duly adopted by the Board of Directors of the Company Company, which plan does not exceed 250,000 shares in the aggregate (an "“Approved Stock Plan"”), provided that the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Warrant Holder or any of the holders of the other Series A B Warrants issued pursuant to the Purchase Agreement (the "“Other Holders"”); (ii) shares of Common Stock issued upon the conversion or exercise of Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued and outstanding on or prior to the Issue Date, provided that the conversion or exercise (as the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions of such Convertible Security that were in effect on the date immediately prior to the Issue Date, the conversion or exercise price of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Common Stock Equivalents are (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) (nor is any provision of any such Common Stock Equivalents) amended or waived in any manner (whether by the Company or the holder thereof) to increase the number of shares issuable thereunder and none of the terms or conditions of any such Common Stock Equivalents (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed or waived (whether by the Company or the holder thereof) in any manner that adversely affects the Warrant Holder or any of the Other Holders; (iii) upon the issuance of the Notesshares of Common Stock underlying the Bridge Notes and Bridge Warrants issued pursuant to the Bridge Financing (as defined below); (iv) upon the issuance of shares of Common Stock as a result of any bonus, interest, make good provision or penalty issuable or payable pursuant to the Note terms of the Bridge Notes or the purchase agreement pursuant to which such notes were issued;(v) upon the issuance of any Make Good Shares; (vvi) upon the issuance of Warrant Shares issued pursuant to the Purchase Agreement; (vivii) upon the issuance of any warrants to the Placement AgentAgent as compensation for the Offering and the issuance of any shares of common stock underlying such warrants; and (xiviii) upon the issuance of any shares of Common Stock common stock underlying the warrants issued to the Placement Agent pursuant to the Bridge Financing and (ix) upon the Company’s issuance of securities in connection with mergers, acquisitions, strategic licensing license agreements and other partnering arrangements, strategic business partnerships or joint venturesincluding any such agreements in effect as of the Issuance Date, in each case with non-affiliated third parties and otherwise on an arm’s-length basis, so long as such issuances are not for the purpose of raising capital and in which is holders of such securities or debt are not to raise additional capitalat any time granted registration rights. Notwithstanding the foregoing, (I) any Common Stock issued or issuable to raise capital for the Company or its Subsidiaries, directly or indirectly, in connection with any transaction contemplated by clause (xivii) above, including, without limitation, securities issued in one or more related transactions or that result in similar economic consequences, shall not constitute Excluded Securities.