Common use of Certain Issues Excepted Clause in Contracts

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Issuer shall not be required to make any adjustment to the Warrant Price upon (i) securities issued pursuant to a bona fide acquisition of another business entity or business segment of any such entity by the Issuer pursuant to a merger, purchase of substantially all the assets or any type of reorganization (each an “Acquisition”) provided that (A) the Issuer will own more than fifty percent (50%) of the voting power of such business entity or business segment of such entity and (B) such Acquisition is approved by the Board; (ii) securities issued pursuant to Common Stock Equivalents issued or outstanding on or prior to the date of the Purchase Agreement or issued pursuant to the Purchase Agreement (so long as the terms governing the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holder); (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital; (iv) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to equity incentive plans that are adopted by the Board; and (v) securities issued to any placement agent and its respective designees for the transactions contemplated by the Purchase Agreement; (vi) securities issued to advisors or consultants (including, without limitation, financial advisors and investor relations firms) in connection with any engagement letter or consulting agreement, provided that any such issuance is approved by the Board; (vii) securities issued to financial institutions or lessors in connection with reasonable commercial credit arrangements, equipment financings or similar transactions, provided that any such issue is approved by the Board of Directors; (viii) securities issued to vendors or customers or to other persons in similar commercial situations as the Company, provided that any such issue is approved by the Board of Directors; and (ix) securities issued in connection with any recapitalization. 例外事项。尽管本期权书有任何相反的规定，发行人不应被要求对期权行权价进行任何调整，如果(i)因发行人合并、实质买入全部资产或任何种类的重组（分别称为“并购”）而善意取得其他经营实体或其业务部门而发行证券，如果(A)发行人将拥有该等经营实体或其业务部门大于百分之五十（50%）的表决权且(B)该等并购经董事会批准；(ii)因转换或行使在购买协议之日或之前已发行的普通股认购权或根据购买协议（只要其规定该等证券的转换或行权价格的条款未修订为降低该等价格或对持有人不利）而发行证券；(iii)因善意战略许可协议或其他合作安排而发行证券，只要该等发行不以筹集资金为目的；(iv)因董事会通过的股权激励计划而发行普通股或发行或授权普通股的买入权；和(v)为完成购买协议项下的交易向任何私募代理人及其指定人发行证券；(vi)根据聘用函或咨询协议向顾问或咨询人（包括但不限于财务顾问和投资者关系公司）发行证券，以该发行经董事会批准为前提；(vii)根据商业信用安排、设备融资或类似交易向金融机构或出租人发行证券，以该发行经董事会批准为前提；(viii)向卖主或消费者或其他与公司类似商业境遇的个人发行证券，以该发行经董事会批准为前提；和(ix)与资本结构调整相关的证券发行。

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Issuer shall not be required to make any adjustment to the Warrant Price upon (i) securities issued pursuant to a bona fide acquisition of another business entity or business segment of any such entity by the Issuer pursuant to a merger, purchase of substantially all the assets or any type of reorganization (each an “Acquisition”) provided that (A) the Issuer will own more than fifty percent (50%) of the voting power of such business entity or business segment of such entity and (B) such Acquisition is approved by the Board; (ii) securities issued pursuant to Common Stock Equivalents issued or outstanding on or prior to the date of the Purchase Agreement or issued pursuant to the Purchase Agreement (so long as the terms governing the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holder); (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital; (iv) Common Stock issued or the issuance or grants of options to purchase Common Stock pursuant to equity incentive plans that are adopted by the Board; and (v) securities issued to any placement agent and its respective designees for the transactions contemplated by the Purchase Agreement; (vi) securities issued to advisors or consultants (including, without limitation, financial advisors and investor relations firms) in i connection with any engagement letter or consulting agreement, provided that any such issuance is approved by the Board; (vii) securities issued to financial institutions or lessors in connection with reasonable commercial credit arrangements, equipment financings or similar transactions, provided that any such issue is approved by the Board of Directors; (viii) securities issued to vendors or customers or to other persons in similar commercial situations as the Company, provided that any such issue is approved by the Board of Directors; and (ix) securities issued in connection with any recapitalization. 例外事项。尽管本期权书有任何相反的规定，发行人不应被要求对期权行权价进行任何调整，如果(i)因发行人合并、实质买入全部资产或任何种类的重组（分别称为“并购”）而善意取得其他经营实体或其业务部门而发行证券，如果(A)发行人将拥有该等经营实体或其业务部门大于百分之五十（50%）的表决权且(B)该等并购经董事会批准；(ii)因转换或行使在购买协议之日或之前已发行的普通股认购权或根据购买协议（只要其规定该等证券的转换或行权价格的条款未修订为降低该等价格或对持有人不利）而发行证券；(iii)因善意战略许可协议或其他合作安排而发行证券，只要该等发行不以筹集资金为目的；(iv)因董事会通过的股权激励计划而发行普通股或发行或授权普通股的买入权；和(v)为完成购买协议项下的交易向任何私募代理人及其指定人发行证券；(vi)根据聘用函或咨询协议向顾问或咨询人（包括但不限于财务顾问和投资者关系公司）发行证券，以该发行经董事会批准为前提；(vii)根据商业信用安排、设备融资或类似交易向金融机构或出租人发行证券，以该发行经董事会批准为前提；(viii)向卖主或消费者或其他与公司类似商业境遇的个人发行证券，以该发行经董事会批准为前提；和(ix)与资本结构调整相关的证券发行。

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Issuer shall not be required to make any adjustment to the Warrant Price upon (i) securities issued pursuant to a bona fide acquisition of another business entity or business segment of any such entity by the Issuer pursuant to a merger, purchase of substantially all the assets or any type of reorganization (each an “Acquisition”) provided that (A) the Issuer will own more than fifty percent (50%) of the voting power of such business entity or business segment of such entity and (B) such Acquisition is approved by the Board; (ii) securities issued pursuant to Common Stock Equivalents issued or outstanding on or prior to the date of the Purchase Agreement or issued pursuant to the Purchase Agreement (so long as the terms governing the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holder); (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not for the purpose of raising capital; (iv) Common Stock issued or the issuance or grants of options to purchase Common Stock Stock, in each case, at no less than the then-applicable fair market value, pursuant to equity incentive plans that are adopted by the BoardCompany’s Board of Directors; provided, however, that during a period ending on the third (3rd) anniversary of the Issuance Date, such issuances shall not exceed ten percent (10%) of the issued and outstanding shares of Common Stock of the Company in the aggregate; (v) securities issued to any placement agent and its respective designees for the transactions contemplated by the Securities Purchase Agreement; (vi) securities issued at no less than the then-applicable fair market value to advisors or consultants (including, without limitation, financial advisors and investor relations firms) in connection with any engagement letter or consulting agreement, provided that any such issuance is approved by the BoardBoard of Directors; provided, further, that during a period ending on the third (3rd) anniversary of the Issuance Date, such issuances shall not exceed five percent (5%) of the issued and outstanding shares of Common Stock of the Company in the aggregate; (vii) securities issued to financial institutions or lessors in connection with reasonable commercial credit arrangements, equipment financings or similar transactions, provided that any such issue is approved by the Board of DirectorsBoard; (viii) securities issued to vendors or customers or to other persons in similar commercial situations as the Company, provided that any such issue is approved by the Board of DirectorsBoard; and (ix) securities issued in connection with any recapitalization. 例外事项。尽管本期权书有任何相反的规定，发行人不应被要求对期权行权价进行任何调整，如果(i)因发行人合并、实质买入全部资产或任何种类的重组（分别称为“并购”）而善意取得其他经营实体或其业务部门而发行证券，如果(A)发行人将拥有该等经营实体或其业务部门大于百分之五十（50%）的表决权且(B)该等并购经董事会批准；(ii)因转换或行使在购买协议之日或之前已发行的普通股认购权或根据购买协议（只要其规定该等证券的转换或行权价格的条款未修订为降低该等价格或对持有人不利）而发行证券；(iii)因善意战略许可协议或其他合作安排而发行证券，只要该等发行不以筹集资金为目的；(iv)因董事会通过的股权激励计划而发行普通股或发行或授权普通股的买入权；和(v)为完成购买协议项下的交易向任何私募代理人及其指定人发行证券；(vi)根据聘用函或咨询协议向顾问或咨询人（包括但不限于财务顾问和投资者关系公司）发行证券，以该发行经董事会批准为前提；(vii)根据商业信用安排、设备融资或类似交易向金融机构或出租人发行证券，以该发行经董事会批准为前提；(viii)向卖主或消费者或其他与公司类似商业境遇的个人发行证券，以该发行经董事会批准为前提；和(ix)与资本结构调整相关的证券发行。.

Certain Issues Excepted. Anything herein to the contrary notwithstanding, the Issuer Maker shall not be required to make any adjustment to the Warrant Set Price in connection with the following: (a) issuances of options to employees, officers or directors of the Maker pursuant to any compensatory stock option plan existing on the date hereof (and not amended to increase the shares available thereunder) if such grants were duly approved by a majority of the non-employee members of the Board of Directors of the Maker or a majority of the members of a committee of non-employee directors established for such purpose and such options have an exercise price in excess of the Closing Bid Price on the date of grant; (b) the issuance of stock grants or stock bonuses to employees, officers or directors of the Maker pursuant to any compensatory stock option plan existing on the date hereof (and not amended to increase the shares available thereunder) if such issuances were duly approved by a majority of the non-employee members of the Board of Directors of the Maker or a majority of the members of a committee of non-employee directors established for such purpose; (c) issuances of securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Issuance Date, provided that such securities have not been amended since the Issuance Date to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities; (id) securities issued pursuant to a bona fide acquisition of another business entity acquisitions or business segment of strategic transactions, provided any such entity by the Issuer pursuant issuance shall only be to a mergerperson which is, purchase of substantially all itself or through its subsidiaries, an operating company in a business synergistic with the assets or any type of reorganization (each an “Acquisition”) provided that (A) the Issuer will own more than fifty percent (50%) business of the voting power of such business entity or business segment of such entity Maker and (B) such Acquisition is approved by in which the Board; (ii) securities issued pursuant to Common Stock Equivalents issued or outstanding on or prior Maker receives benefits in addition to the date investment of funds, but shall not include a transaction in which the Purchase Agreement or issued pursuant to the Purchase Agreement (so long as the terms governing the conversion or exercise price in such Maker is issuing securities are not amended to lower such price and/or adversely affect the Holder); (iii) securities issued in connection with bona fide strategic license agreements or other partnering arrangements so long as such issuances are not primarily for the purpose of raising capitalcapital or to an entity whose primary business is investing in securities; (ive) shares of Common Stock issued or upon conversion of the issuance or grants of options to purchase Common Stock pursuant to equity incentive plans that are adopted by Note and the Board; Other Notes, the Warrants and (v) securities the warrants issued to any placement agent and its respective designees for the transactions contemplated by Finder on the date hereof as described in the Purchase Agreement; and (vif) securities shares of Common Stock to be issued pursuant to advisors or consultants obligations existing on the date hereof under the License Agreements (including, without limitation, financial advisors existing and investor relations firmsas in effect as of the date hereof) in connection with any engagement letter or consulting agreement, provided that any such issuance is approved by the Board; (vii) securities issued an amount not to financial institutions or lessors in connection with reasonable commercial credit arrangements, equipment financings or similar transactions, provided that any such issue is approved by the Board of Directors; (viii) securities issued to vendors or customers or to other persons in similar commercial situations as the Company, provided that any such issue is approved by the Board of Directors; and (ix) securities issued in connection with any recapitalization. 例外事项。尽管本期权书有任何相反的规定，发行人不应被要求对期权行权价进行任何调整，如果(i)因发行人合并、实质买入全部资产或任何种类的重组（分别称为“并购”）而善意取得其他经营实体或其业务部门而发行证券，如果(A)发行人将拥有该等经营实体或其业务部门大于百分之五十（50%）的表决权且(B)该等并购经董事会批准；(ii)因转换或行使在购买协议之日或之前已发行的普通股认购权或根据购买协议（只要其规定该等证券的转换或行权价格的条款未修订为降低该等价格或对持有人不利）而发行证券；(iii)因善意战略许可协议或其他合作安排而发行证券，只要该等发行不以筹集资金为目的；(iv)因董事会通过的股权激励计划而发行普通股或发行或授权普通股的买入权；和(v)为完成购买协议项下的交易向任何私募代理人及其指定人发行证券；(vi)根据聘用函或咨询协议向顾问或咨询人（包括但不限于财务顾问和投资者关系公司）发行证券，以该发行经董事会批准为前提；(vii)根据商业信用安排、设备融资或类似交易向金融机构或出租人发行证券，以该发行经董事会批准为前提；(viii)向卖主或消费者或其他与公司类似商业境遇的个人发行证券，以该发行经董事会批准为前提；和(ix)与资本结构调整相关的证券发行。exceed 300,000 shares.