Common use of Excluded Transactions Clause in Contracts

Excluded Transactions. Notwithstanding the foregoing, Sections 4(d) or 4(e) above shall not apply to: (i) shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the Company; provided that, at the time of any such issuance under clause (i) above, the aggregate of such issuances under clause (i) in the then preceding 12 month period shall not exceed 3,000,000 shares of Common Stock of the Company (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); provided, further that, the aggregate issuance after the date of this Agreement shall not, in any event, exceed 5,580,000 (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the date hereof; (iii) shares of Common Stock issued in connection with any stock split or stock dividend of the Company; (iv) the issuance of shares of Common Stock of the Company in connection with a bona fide joint venture or business acquisition of or by the Company approved by the Board of Directors, whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise; provided that, at the time of any such issuance under clause (iv) above, the aggregate of such issuances under clause (iv) in the preceding 12 month period shall not exceed 10% of the then outstanding Common Stock of the Company (assuming full conversion and exercise of all convertible and exercisable securities); (v) the issuance of Series A Preferred Stock and Series A, Series B, Series C or Series BD Warrants in connection with the prior merger of CMNW Acquisition Corp., a Nevada corporation, with and into OrthoSupply Management, Inc., a Delaware corporation (“OrthoSupply”), resulting in OrthoSupply becoming a wholly-owned subsidiary of the Company (such merger transaction, the “Reverse Merger”); (vi) the issuance of 680,000 shares of Common Stock to Midtown Partners & Co., LLC in connection with the Reverse Merger; (vii) the issuance of 150,000 shares of Common Stock to Firle Trading S.A in connection with the Reverse Merger; (viii) the issuance of 450,000 shares of Common Stock to Thunderbird Global Corporation in connection with the Reverse Merger; (ix) the issuance of 680,000 shares of Common Stock to The Mayflower Group in connection with the Reverse Merger; (x) the issuance of shares of Common Stock upon conversion or exercise of the Series A Preferred Stock and Series A, Series B, Series C and Series BD Warrants; (xi) shares of capital stock of the Company issued in a Qualified Financing (as defined in the Certificate of Incorporation); and (xii) the issuance of penalty warrants, if any, pursuant to Section 2.1 of the Investor Rights Agreement of the Company of even date herewith, or the issuance of shares of Common Stock upon the exercise of such penalty warrants.

Excluded Transactions. Notwithstanding the foregoing, Sections 4(d) or 4(e) above shall not apply to: (i) shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the CompanyDirectors; provided that, at the time of any such issuance under clause (i) above, the aggregate of such issuances under clause (i) in the then preceding 12 month period shall not exceed 3,000,000 shares of Common Stock of the Company (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); provided, further that, the aggregate issuance after the date of this Agreement December 30, 2005 shall not, in any event, exceed 5,580,000 (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the date hereof; (iii) shares of Common Stock issued in connection with any stock split or stock dividend of the Company; (iv) the issuance of shares of Common Stock of the Company in connection with a bona fide joint venture or business acquisition of or by the Company approved by the Board of Directors, whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise; provided that, at the time of any such issuance under clause (iv) above, the aggregate of such issuances under clause (iv) in the preceding 12 month period shall not exceed 10% of the then outstanding Common Stock of the Company (assuming full conversion and exercise of all convertible and exercisable securities); (v) the issuance of shares of Common Stock upon conversion or exercise of the Series A Preferred Stock and Series AWarrants, Series BB Warrants, Series C or Warrants and Series BD Warrants issued by the Company in connection with the prior merger of CMNW Acquisition Corp., a Nevada corporation, with and into OrthoSupply Management, Inc., a Delaware corporation (“OrthoSupply”), resulting in OrthoSupply becoming a wholly-owned subsidiary of the Company (such merger transaction, the “Reverse Merger”)Company; and (vi) the issuance of 680,000 shares of Common Stock to Midtown Partners & Co., LLC in connection with the Reverse Merger; (vii) the issuance of 150,000 shares of Common Stock to Firle Trading S.A in connection with the Reverse Merger; (viii) the issuance of 450,000 shares of Common Stock to Thunderbird Global Corporation in connection with the Reverse Merger; (ix) the issuance of 680,000 shares of Common Stock to The Mayflower Group in connection with the Reverse Merger; (x) the issuance of shares of Common Stock upon conversion or exercise of the Series A Preferred Stock and Series A, Series B, Series C and Series BD Warrants; (xi) shares of capital stock of the Company issued in a Qualified Financing (as defined in the Certificate of Incorporation); and (xii) the issuance of penalty warrants, if any, pursuant to Section 2.1 of the Investor Rights Agreement all equity financings of the Company occurring between December 30, 2005 and December 30, 2006 pursuant to which the aggregate gross proceeds of even date herewith, or the issuance of shares of Common Stock upon the exercise of such penalty warrantsCompany in connection therewith do not exceed $1,000,000.

Excluded Transactions. Notwithstanding the foregoing, Sections 4(d) or 4(e) above shall not apply to: (i) shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the CompanyDirectors; provided that, at the time of any such issuance under clause (i) above, the aggregate of such issuances under clause (i) in the then preceding 12 month period shall not exceed 3,000,000 shares of Common Stock of the Company (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); provided, further that, the aggregate issuance after the date of this Agreement December 30, 2005 shall not, in any event, exceed 5,580,000 (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the date hereof; (iii) shares of Common Stock issued in connection with any stock split or stock dividend of the Company; (iv) the issuance of shares of Common Stock of the Company in connection with a bona fide joint venture or business acquisition of or by the Company approved by the Board of Directors, whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise; provided that, at the time of any such issuance under clause (iv) above, the aggregate of such issuances under clause (iv) in the preceding 12 month period shall not exceed 10% of the then outstanding Common Stock of the Company (assuming full conversion and exercise of all convertible and exercisable securities); and (v) the issuance of Series A Preferred Stock and Series A, Series B, Series C or Series BD Warrants in connection with the prior merger of CMNW Acquisition Corp., a Nevada corporation, with and into OrthoSupply Management, Inc., a Delaware corporation (“OrthoSupply”), resulting in OrthoSupply becoming a wholly-owned subsidiary of the Company (such merger transaction, the “Reverse Merger”); (vi) the issuance of 680,000 shares of Common Stock to Midtown Partners & Co., LLC in connection with the Reverse Merger; (vii) the issuance of 150,000 shares of Common Stock to Firle Trading S.A in connection with the Reverse Merger; (viii) the issuance of 450,000 shares of Common Stock to Thunderbird Global Corporation in connection with the Reverse Merger; (ix) the issuance of 680,000 shares of Common Stock to The Mayflower Group in connection with the Reverse Merger; (x) the issuance of shares of Common Stock upon conversion or exercise of any of the Series A Preferred Stock and Series A, Series B, Series C and Series BD Warrants; (xi) shares of capital stock warrants of the Company issued in a Qualified Financing outstanding as of the Grant Date (as defined in the Certificate of Incorporation); and (xii) the issuance of penalty warrants, if any, or issuable pursuant to Section 2.1 of the Investor Rights Agreement other convertible securities of the Company outstanding as of even date herewith, or the issuance of shares of Common Stock upon the exercise of such penalty warrantsGrant Date).

Excluded Transactions. Notwithstanding the foregoing, Sections 4(d) or 4(e) above shall not apply to: (i) shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the CompanyDirectors; provided that, at the time of any such issuance under clause (i) above, the aggregate of such issuances under clause (i) in the then preceding 12 month period shall not exceed 3,000,000 shares of Common Stock of the Company (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); provided, further that, the aggregate issuance after the date of this Agreement December 30, 2005 shall not, in any event, exceed 5,580,000 (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the date hereofDate of Grant; (iii) shares of Common Stock issued in connection with any stock split or stock dividend of the Company; (iv) the issuance of shares of Common Stock of the Company in connection with a bona fide joint venture or business acquisition of or by the Company approved by the Board of Directors, whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise; provided that, at the time of any such issuance under clause (iv) above, the aggregate of such issuances under clause (iv) in the preceding 12 month period shall not exceed 10% of the then outstanding Common Stock of the Company (assuming full conversion and exercise of all convertible and exercisable securities); and (v) the issuance of Series A Preferred Stock and Series A, Series B, Series C or Series BD Warrants in connection with the prior merger of CMNW Acquisition Corp., a Nevada corporation, with and into OrthoSupply Management, Inc., a Delaware corporation (“OrthoSupply”), resulting in OrthoSupply becoming a wholly-owned subsidiary of the Company (such merger transaction, the “Reverse Merger”); (vi) the issuance of 680,000 shares of Common Stock to Midtown Partners & Co., LLC in connection with the Reverse Merger; (vii) the issuance of 150,000 shares of Common Stock to Firle Trading S.A in connection with the Reverse Merger; (viii) the issuance of 450,000 shares of Common Stock to Thunderbird Global Corporation in connection with the Reverse Merger; (ix) the issuance of 680,000 shares of Common Stock to The Mayflower Group in connection with the Reverse Merger; (x) the issuance of shares of Common Stock upon conversion or exercise of the Series A Preferred Stock and Series AWarrants, Series BB Warrants, Series C and Warrants, Series BD Warrants; (xi) shares of capital stock of , or Series CS Warrants issued by the Company issued in a Qualified Financing (as defined in on or prior to the Certificate Date of Incorporation); and (xii) the issuance of penalty warrants, if any, pursuant to Section 2.1 of the Investor Rights Agreement of the Company of even date herewith, or the issuance of shares of Common Stock upon the exercise of such penalty warrantsGrant.

Excluded Transactions. Notwithstanding the foregoing, Sections 4(d) or 4(e) above shall not apply to: (i) shares of Common Stock issued or deemed issued to employees or directors of, or consultants to, the Company or any of its subsidiaries pursuant to a plan, agreement, or arrangement approved by the Board of Directors of the CompanyDirectors; provided that, at the time of any such issuance under clause (i) above, the aggregate of such issuances under clause (i) in the then preceding 12 month period shall not exceed 3,000,000 shares of Common Stock of the Company (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); provided, further that, the aggregate issuance after the date of this Agreement December 30, 2005 shall not, in any event, exceed 5,580,000 (subject to equitable adjustment in the event a stock dividend, stock split, combination, reclassification, or other similar event affecting the Common Stock); (ii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the date hereof; (iii) shares of Common Stock issued in connection with any stock split or stock dividend of the Company; (iv) the issuance of shares of Common Stock of the Company in connection with a bona fide joint venture or business acquisition of or by the Company approved by the Board of Directors, whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise; provided that, at the time of any such issuance under clause (iv) above, the aggregate of such issuances under clause (iv) in the preceding 12 month period shall not exceed 10% of the then outstanding Common Stock of the Company (assuming full conversion and exercise of all convertible and exercisable securities); and (v) the issuance of Series A Preferred Stock and Series A, Series B, Series C or Series BD Warrants in connection with the prior merger of CMNW Acquisition Corp., a Nevada corporation, with and into OrthoSupply Management, Inc., a Delaware corporation (“OrthoSupply”), resulting in OrthoSupply becoming a wholly-owned subsidiary of the Company (such merger transaction, the “Reverse Merger”); (vi) the issuance of 680,000 shares of Common Stock to Midtown Partners & Co., LLC in connection with the Reverse Merger; (vii) the issuance of 150,000 shares of Common Stock to Firle Trading S.A in connection with the Reverse Merger; (viii) the issuance of 450,000 shares of Common Stock to Thunderbird Global Corporation in connection with the Reverse Merger; (ix) the issuance of 680,000 shares of Common Stock to The Mayflower Group in connection with the Reverse Merger; (x) the issuance of shares of Common Stock upon conversion or exercise of any of the Series A Preferred Stock and Series A, Series B, Series C and Series BD Warrants; (xi) shares of capital stock warrants of the Company issued in a Qualified Financing outstanding as of the Grant Date (as defined in the Certificate of Incorporation); and (xii) the issuance of penalty warrants, if any, or issuable pursuant to Section 2.1 of the Investor Rights Agreement other convertible securities of the Company outstanding as of even date herewith, or the issuance of shares of Common Stock upon the exercise of such penalty warrants.Grant Date). Exhibit A