Common use of Exceptions to Adjustment Clause in Contracts

Exceptions to Adjustment. Notwithstanding the provisions of Sections 3(e) and 3(f), no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (i) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights; (ii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants,; (iii) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (iv) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of the Purchase Agreement, (v) any securities, including the Debenture, Warrants and Performance Warrants, as well as any shares of common stock issued as interest payment on the Debenture, issued pursuant to the Purchase Agreement (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders), (v) the shares of Common Stock underlying the Debenture, the Warrants and the Performance Warrants, (vi) any shares of Common Stock issued as payment of dividends, (vii) any warrants issued to the Placement Agent or the shares of common stock underlying same, and (viii) shares issued pursuant to a Permitted Financing.

Exceptions to Adjustment. Notwithstanding the provisions of Sections 3(e) and 3(f2(a), no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (i) the Company’s issuance of securities Class A Shares in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights; (ii) the Company’s issuance of Common Stock Class A Shares or the issuances or grants of options to purchase Common Stock Class A Shares to employees, directors, and consultants,, so long as the issuance does not exceed 8% of the total outstanding Class A Shares per annum; (iii) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (iv) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of the Purchase Underwriting Agreement, (v) any securities, including the Debenturebond, Warrants the Series A notes, the placement agent warrants and Performance Warrantsthe underwriter warrants, as well as any shares of common stock Class A Shares issued as interest payment on the Debenturebond and Series A notes, issued pursuant to the Purchase Agreement Engagement Letter (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders), (v) the shares of Common Stock Class A Shares underlying the Debenturebond and Series A notes, the Warrants placement agent warrants and the Performance Warrantsunderwriter warrants, and (vi) any shares of Common Stock Class A Shares issued as payment of dividends, (vii) any warrants issued to the Placement Agent or the shares of common stock underlying same, and (viii) shares issued pursuant to a Permitted Financing.

Exceptions to Adjustment. Notwithstanding the provisions of Sections 3(e5(e) and 3(f5(f), no adjustment to the Exercise Warrant Price shall be effected as a result of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (i) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights; (ii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants,; (iii) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (iv) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of the Purchase Agreement, (v) any securities, including the Debenture, Warrants and Performance Warrants, as well as any shares of common stock issued as interest payment on the Debenture, issued pursuant to the Purchase Agreement (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders), (v) the shares of Common Stock underlying the Debenture, the Warrants and the Performance Warrants, (vi) any shares of Common Stock issued as payment of dividends, (vii) any warrants issued to the Placement Agent or the shares of common stock underlying same, and (viii) shares issued pursuant to a Permitted Financing.

Exceptions to Adjustment. Notwithstanding the provisions of Sections 3(e) and 3(f2(a), no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (i) the Company’s issuance of securities Class A Shares in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights; (ii) the Company’s issuance of Common Stock Class A Shares or the issuances or grants of options to purchase Common Stock Class A Shares to employees, directors, and consultants,, so long as the issuance does not exceed 8% of the total outstanding shares of Class A Shares per annum; (iii) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (iv) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of the Purchase Subscription Agreement, (v) any securities, including the DebentureSeries A notes, Warrants the placement agent warrants and Performance Warrantsthe underwriter warrants, as well as any shares of common stock Class A Shares issued as interest payment on the DebentureSeries A notes, issued pursuant to the Purchase Agreement Engagement Letter (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders), (v) the shares of Common Stock Class A Shares underlying the DebentureSeries A notes, the Warrants placement agent warrants and the Performance Warrantsunderwriter warrants, and (vi) any shares of Common Stock Class A Shares issued as payment of dividends, (vii) any warrants issued to the Placement Agent or the shares of common stock underlying same, and (viii) shares issued pursuant to a Permitted Financing.

Exceptions to Adjustment. Notwithstanding the provisions of Sections 3(e) and 3(f2(a), no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (i) the Company’s issuance of securities Class A Shares in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights; (ii) the Company’s issuance of Common Stock Class A Shares or the issuances or grants of options to purchase Common Stock Class A Shares to employees, directors, and consultants,, so long as the issuance does not exceed 8% of the total outstanding Class A Shares per annum; (iii) securities issued (other than for cash) in connection with a merger, acquisition, or consolidation, (iv) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date of the Purchase Subscription Agreement, (v) any securities, including the DebentureSeries A notes, Warrants the placement agent warrants and Performance Warrantsthe underwriter warrants, as well as any shares of common stock Class A Shares issued as interest payment on the DebentureSeries A notes, issued pursuant to the Purchase Agreement Engagement Letter (so long as the conversion or exercise price in such securities are not amended to lower such price and/or adversely affect the Holders), (v) the shares of Common Stock Class A Shares underlying the DebentureSeries A notes, the Warrants placement agent warrants and the Performance Warrantsunderwriter warrants, and (vi) any shares of Common Stock Class A Shares issued as payment of dividends, (vii) any warrants issued to the Placement Agent or the shares of common stock underlying same, and (viii) shares issued pursuant to a Permitted Financing.

Exceptions to Adjustment. Notwithstanding the provisions of Sections 3(e) 5.3 and 3(f)5.4, no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (ia) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as any such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights; , (iib) the Company’s issuance of Common Stock or the issuances issuance or grants grant of options to purchase Common Stock to employees, directors, officers and consultants,; (iii) securities issued (other than for cash) consultants in connection with a mergerany Approved Stock Plan (as defined in the Note); provided that the option term, acquisitionexercise price or similar provisions of any issuances pursuant to such Approved Stock Plan are not amended, modified or consolidationchanged on or after the Issuance Date, (ivc) up to 5,000,000 shares of restricted common stock issued to service providers of the Company per annum; and (d) the Company’s issuance of securities issued pursuant to the conversion or exercise terms of convertible or exercisable securities issued or outstanding on or certain Promissory Notes made by the Company in favor of each of JMJ Financial, Brio Capital LP, and Gemini Master Fund, Ltd., prior to the date Issue Date (the “Prior Notes”) so long as such issuances are at or above the Stated Conversion Price (as defined below) in such Prior Notes. Any issuances of the Purchase Agreement, (v) any securities, including the Debenture, Warrants and Performance Warrants, as well as any shares of common stock issued as interest payment on the Debenture, issued securities pursuant to the Purchase Agreement (so long as Prior Notes at a conversion price less than the Stated Conversion Price of such Note shall be subject to the provisions of Section 5.3 above and may result in adjustments to the Exercise Price pursuant to the terms thereof. For purposes hereof, the term “Stated Conversion Price” means the conversion or exercise price stated in each applicable Prior Note (including that certain Amendment to the Brio Capital LP and Gemini Master Fund, Ltd. Prior Notes wherein the Stated Conversion Price for each such securities are not amended Prior Note was reduced to lower such price and/or adversely affect $0.0785 per share) used to determine the Holders), (v) the number of shares of Common Stock underlying the Debenture, the Warrants and the Performance Warrants, (vi) to be issued upon any shares of Common Stock issued as payment of dividends, (vii) any warrants issued to the Placement Agent or the shares of common stock underlying same, and (viii) shares issued pursuant to a Permitted Financingconversion under such Prior Note.