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

Exceptions to Adjustment of Exercise Price. Notwithstanding the foregoing, no adjustment will be made under this Section 11(b) in respect of (1) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted 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, or (2) upon the issuance or exercise of any Securities pursuant to the Purchase Agreement, or (3) upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the Original Issue Date, provided that the securities have not been amended since the date of the Purchase Agreement, or (4) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Exceptions to Adjustment of Exercise Price. Notwithstanding the foregoing, no adjustment will be made under this Section 11(b) in respect of (1) the granting of options to employees, officers and officers, directors or key consultants of the Company pursuant to any stock option plan duly adopted 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, or (2) upon the issuance or exercise of any Securities pursuant to the Purchase Agreement, or (3) upon the exercise of or conversion of any convertible securities, options Common Stock Equivalents or warrants Options issued and outstanding on the Original Issue Date, provided that the securities have not been amended since the date of the Purchase Agreement except as a result of the Purchase Agreement, or (43) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Exceptions to Adjustment of Exercise Price. Notwithstanding the foregoing, no adjustment will be made under this Section 11(b) in respect of (1) the granting of options to employees, officers and or directors of the Company pursuant to any stock option plan duly adopted 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, purpose or (2) upon the issuance or exercise of any Securities pursuant to the Purchase Agreement, or (3) upon the exercise of or conversion of any convertible securities, options Capital Shares Equivalents or warrants Options issued and outstanding on the Original Issue Initial Exercise Date, provided that the securities have not been amended since the date of the Purchase Agreement except as a result of the Purchase Agreement, or (4) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Exceptions to Adjustment of Exercise Price. Notwithstanding anything to the foregoingcontrary herein, no adjustment will be made under this Section 11(b) in respect of shall not apply to the following (1) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted 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, or (2) upon the issuance or exercise of any Securities security issued by the Company in connection with the offer and sale of this Company’s securities pursuant to the Purchase Agreement, or (3) upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the Original Issue Datedate hereof, provided that the such securities have not been amended since the date of the Purchase Agreementhereof, or (4) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Exceptions to Adjustment of Exercise Price. Notwithstanding anything to the foregoingcontrary herein, no adjustment will be made under this Section 11(b) in respect of shall not apply to the following (1) the granting of options to employees, consultants, officers and directors of the Company pursuant to any stock option plan duly adopted 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, or (2) upon the issuance or exercise of any Securities security issued by the Company in connection with the offer and sale of this Company’s securities pursuant to the Purchase Agreement, or (3) upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the Original Issue Datedate hereof, provided that the such securities have not been amended since the date of the Purchase Agreementhereof, or (4) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Exceptions to Adjustment of Exercise Price. Notwithstanding the foregoing, no adjustment will be made under this Section 11(b) in respect of (1) the granting of options to employees, officers and directors of the Company pursuant to any stock option plan duly adopted 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, or (2) upon the issuance or exercise of any Securities pursuant to the Purchase Agreementof, or (3) upon the exercise of conversion of, any Common Stock Equivalents or conversion of any convertible securities, options or warrants Options issued and outstanding on the Original Issue Initial Exercise Date, provided that the securities have not been amended since the date of the Purchase Agreement except as a result of the Purchase Agreement, or (4) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Exceptions to Adjustment of Exercise Price. Notwithstanding the foregoing, no adjustment will be made under this Section 11(b) in respect of (1) the granting of options to employees, officers and or directors of the Company pursuant to any stock option plan duly adopted 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, or (2) upon the issuance or exercise of any Securities pursuant to the Purchase Agreement, or (3) upon the exercise of or conversion of any convertible securities, options Common Stock Equivalents or warrants Options issued and outstanding on the Original Issue Date, provided that the securities have not been amended since the date of the Purchase Agreement except as a result of the Purchase Agreement, (3) the exercise of any security issued by the Company in connection with the offer and sale of the Company's securities pursuant to the Purchase Agreement or (4) acquisitions or strategic investments, the primary purpose of which is not to raise capital.

Exceptions to Adjustment of Exercise Price. Notwithstanding the foregoing, no adjustment will be made under this Section 11(b) in respect of (1) the granting of options to employees, officers and or directors of the Company pursuant to any stock option plan duly adopted 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, or (2) upon the issuance or exercise of any Securities pursuant to the Purchase Agreement, or (3) upon the exercise of or conversion of any convertible securities, options Common Stock Equivalents or warrants Options issued and outstanding on the Original Issue Date, provided that the securities have not been amended since the date of the Purchase Agreement except as a result of the Purchase Agreement, (3) the exercise of any security issued by the Company in connection with the offer and sale of the Company's securities pursuant to the Purchase Agreement, or (4) acquisitions or strategic investments, the primary purpose of which is not to raise capital.