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

Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise Price will be made (i) upon the exercise of any warrants, options or convertible securities issued and outstanding on the Issue Date and set forth on Schedule 3(c) of the Securities Purchase Agreement in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; (iii) upon the issuance of any Prepaid Warrants (as such term is defined in the Securities Purchase Agreement) or Incentive Warrants issued or issuable in accordance with the terms of the Securities Purchase Agreement; or (iv) upon exercise of the Prepaid Warrants and the Incentive Warrants.

Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise Price will be made (i) upon the exercise of any warrants, options or convertible securities issued and outstanding on the Issue Date and set forth on Schedule 3(c) of the Securities Purchase Agreement in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company Corporation now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members 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; (iii) upon the issuance of any Prepaid Warrants or Incentive Warrants (as such term is defined in the Securities Purchase Agreement) or Incentive Warrants issued or issuable in accordance with the terms of the Securities Purchase Agreement; or (iv) upon exercise of the Prepaid Warrants and the Incentive Warrants; (v) upon the issuance of Common Stock in a firm commitment underwritten public offering; or (vi) upon the issuance of securities to an investor listed on Schedule 1 hereto.

Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise Price will be made (i) upon the exercise of any warrants, options or convertible securities issued and outstanding on the Issue Date and that are set forth on Schedule 3(c5.1(f) of the Securities Note and Warrant Purchase Agreement in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; (iii) upon the issuance of any Prepaid Warrants (as such term is defined in the Securities Purchase Agreement) Notes or Incentive Warrants issued or issuable in accordance with the terms of the Securities Note and Warrant Purchase Agreement; or (iv) upon conversion of the Notes or exercise of the Prepaid Warrants and Warrants; or (v) upon the Incentive Warrantsissuance of securities in connection with a strategic transaction, the primary purpose of which, in the good faith determination of the Board of Directors of the Company, is not to raise capital for the Company.

Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise Price will be made (i) upon the exercise of any warrants, options or convertible securities issued and outstanding on the Issue Date and set forth on Schedule 3(c) of the Securities Purchase Agreement in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; (iii) upon the issuance of any Prepaid Warrants (as such term is defined in the Securities Purchase Agreement) or Incentive Warrants issued or issuable on the Second Closing Date in accordance with the terms of the Securities Purchase Agreement; or (iv) upon exercise of the Prepaid Warrants and the Incentive Warrants.. (viii)

Exceptions to Adjustment of Exercise Price. No ------------------------------------------ adjustment to the Exercise Price will be made (i) upon the exercise of any warrants, options or convertible securities issued and outstanding on the Issue Date and set forth on Schedule 3(c) of the Securities Purchase Agreement in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; (iii) upon the issuance of any Prepaid Debentures or Warrants (as such term is defined in the Securities Purchase Agreement) or Incentive Warrants issued or issuable in accordance with the terms of the Securities Purchase Agreement; or (iv) upon conversion of the Debentures or exercise of the Prepaid Warrants and the Incentive Warrants.

Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise Price will be made (i) upon the exercise of any warrants, options or convertible securities issued and outstanding on the Issue Date and set forth on Schedule 3(c) of the Securities Purchase Agreement in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; (iii) upon the issuance of any Prepaid Warrants (as such term is defined in the Securities Purchase Agreement) or Incentive Warrants issued or issuable in accordance with the terms of the Securities Purchase Agreement; or (iv) upon exercise of the Prepaid Warrants and the Incentive Warrants; or (v) upon issuance of Common Stock in a firm commitment underwritten public offering.

Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise Price will be made (i) upon the exercise or conversion of any warrants, options or convertible securities issued and outstanding on the Issue Date and set forth on Schedule 3(c) of the Securities Purchase Agreement date hereof in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee employee, consultant or director benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; (iii) upon the issuance of any Prepaid Warrants the Conversion Shares (as such term is defined in the Securities Purchase Agreement) or Incentive Warrants issued or issuable in accordance with the terms of the Securities Purchase AgreementArticles of Amendment relating to the Company's Series B Preferred Stock (the "Preferred Stock"); or (iv) upon the exercise of the Prepaid Warrants and the Incentive Warrants.

Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise Price will be made (i) upon the exercise of any warrants, options or convertible securities issued and outstanding on the Issue Date and set forth on Schedule 3(c) of the Securities Purchase Agreement in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; (iii) upon the issuance of any Prepaid Warrants (as such term is defined in the Securities Purchase Agreement) shares of Series C Preferred Stock or Incentive Warrants issued or issuable in accordance with the terms of the Securities Purchase Agreement; or (iv) upon conversion of the Series C Preferred Stock or exercise of the Prepaid Warrants and the Incentive Warrants.

Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise Price will be made (i) upon the exercise of any warrants, options or convertible securities issued and outstanding on the Issue Date and set forth on Schedule 3(c) of the Securities Purchase Agreement in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-non- employee directors established for such purpose; (iii) upon the issuance of any Prepaid Warrants (as such term is defined in the Securities Purchase Agreement) shares of Series B Preferred Stock or Incentive Warrants issued or issuable in accordance with the terms of the Securities Purchase Agreement; or (iv) upon conversion of the Series B Preferred Stock or exercise of the Prepaid Warrants and the Incentive Warrants.

Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise Price will be made (i) upon the exercise of any warrants, options or convertible securities issued and outstanding on the Issue Date and that are set forth on Schedule 3(c5.1(f) of the Securities Note and Warrant Purchase Agreement in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; (iii) upon the issuance of any Prepaid Warrants (as such term is defined in the Securities Purchase Agreement) Notes or Incentive Warrants issued or issuable in accordance with the terms of the Securities Note and Warrant Purchase Agreement; or (iv) upon conversion of the Notes or exercise of the Prepaid Warrants and Warrants; or (v) upon the Incentive Warrantsissuance of securities in connection with a strategic transaction, the primary purpose of which, in the good faith determination of the Board of Directors of the Company, is not to raise capital for the Company.

Exceptions to Adjustment of Exercise Price. No adjustment to the Exercise Price will be made (i) upon the exercise of any warrants, options or convertible securities issued and outstanding on the Issue Date and set forth on Schedule 3(c) of the Securities Purchase Agreement in accordance with the terms of such securities as of such date; (ii) upon the grant or exercise of any stock or options which may hereafter be granted or exercised under any employee benefit plan of the Company now existing or to be implemented in the future, so long as the issuance of such stock or options is approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose; (iii) upon the issuance of any Prepaid Warrants (as such term is defined in the Securities Purchase Agreement) shares of Series A Preferred Stock or Incentive Warrants issued or issuable in accordance with the terms of the Securities Purchase Agreement; or (iv) upon conversion of any shares of Series A Preferred Stock or upon exercise of the Prepaid Warrants and the Incentive any Warrants.