Common use of Exempt Issuances Clause in Contracts

Exempt Issuances. The issuances referred to in Section 2.1 which will not give the Investors the rights described in Section 2.2 (the “Exempt Issuances”) are issuances in which shares of Common Stock or Rights or Convertible Securities of the Company are issued or deemed issued (i) as a dividend or distribution payable pro rata to all holders of Common Stock or other securities of the Company; (ii) in connection with Rights to purchase up to six million (6,000,000) shares of Common Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Common Stock) issued or issuable to employees, consultants, officers and directors of the Company pursuant to the Company’s 1996 Employee, Director and Consultant Stock Plan, 2005 Employee, Director and Consultant Stock Plan or any other equity plan or arrangement approved by the Company’s Board of Directors in accordance with Section 6.2(d) unless a higher number of Rights is approved by holders of at least fifty percent (50%) of the Investor Preferred Stock, voting together as a single class on an as-converted basis; (iii) in connection with the exercise of any preemptive or percentage maintenance rights outstanding on the date hereof; (iv) in connection with the conversion or exercise of any Rights or Convertible Securities outstanding on the date hereof; (v) in connection with an acquisition by the Company of stock or assets of another Person, provided that the Company acquires at least fifty percent (50%) of the voting power of the other Person, and the acquisition has been approved in accordance with Section 6.2(f); (vi) in connection with commercial or equipment financing not to exceed an amount equal to four percent (4%) of the fully-diluted equity of the Company immediately after the final closing of the Series H Stock transaction; or (vii) in connection with the Company’s Initial Public Offering.

Exempt Issuances. The issuances referred to in Section 2.1 which 9(a) that will not give the Major Investors the rights described in Section 2.2 9(b) (the “Exempt Issuances”) are issuances in which shares of Common Stock or Rights or Convertible Equity Securities of the Company are issued or deemed issued (i) as a dividend or distribution payable pro rata to all holders of Common Stock or other securities of the Company; (ii) in connection with Rights to purchase up to six million (6,000,000) shares of Common Stock (which amount shall be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination of shares, reclassification or other similar event with respect to the Common Stock) issued or issuable to employees, consultants, officers and directors of the Company in the form of options to purchase shares of Capital Stock (or other Equity Securities) or otherwise pursuant to the Company’s 1996 Employee, Director and Consultant LHP Holding Corp. 2004 Stock Incentive Plan, 2005 Employeeas amended, Director and Consultant Stock Plan or any other equity plan or arrangement approved by a Unanimous Investor Vote of the Company’s Board of Directors in accordance with Section 6.2(d) unless Directors, including any restricted stock plan (a higher “Stock Plan Issuance”), provided that the total number of Rights is approved by holders of at least fifty percent options (50%or other Equity Securities) included in all such Stock Plan Issuances shall not exceed 15% of the Investor Preferred Stock, voting together as number of shares of Common Stock determined on a single class on an as-converted basis; (iii) in connection with the exercise of any preemptive or percentage maintenance rights outstanding fully diluted basis on the date hereofhereof (after giving effect to the Recapitalization and certain other transactions contemplated by the Contribution Agreements); (ivii) in connection with the conversion or exercise of any Rights options, warrants or Convertible Securities other rights to purchase Capital Stock (or the issuance of delayed delivery shares pursuant to outstanding award agreements) (A) existing on the date hereofhereof (after giving effect to the Recapitalization and certain other transactions contemplated by the Contribution Agreement) or (B) issued in accordance with this paragraph (c); (iii) pursuant to the acquisition of another corporation by the Company by merger (where the Company acquires no less than 51% of the voting power of such corporation) or by purchase of substantially all of its stock or assets; (iv) in connection with (A) an initial Public Offering or (B) other offering of Equity Securities approved unanimously by the Major Investors; (v) in connection with an acquisition by strategic investments or corporate partnering transactions with Persons that are not Affiliates of the Company of stock or assets of another Personany Major Investor, provided that the Company acquires at least fifty percent (50%) on terms approved by a Unanimous Investor Vote of the voting power of the other Person, and the acquisition has been approved in accordance with Section 6.2(f)Board; (vi) as a ratable dividend or distribution on any class or classes of Capital Stock, or in connection with commercial any ratable stock splits, reclassifications, recapitalizations, consolidations or equipment financing not to exceed an amount equal to four percent (4%) similar events affecting any class or classes of Capital Stock, in accordance with the fully-diluted equity Company’s Certificate of the Company immediately after the final closing of the Series H Stock transactionIncorporation then in effect; or (vii) in connection with the Company’s Initial Public Offeringto a Major Investor pursuant to Section 31.