Excepted Securities

Excepted Securities. (i) securities of the Company issued upon the conversion or exercise of any currently issued debenture, warrant, option, or other convertible security and that have not been amended to either reduce their conversion or exercise price and/or to increase the number of shares issuable upon any such exercise or conversion; (ii) Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock; (iii) shares of Common Stock (or options to purchase such shares of... Common Stock) issued or issuable to employees or directors of, or consultants to, the Company pursuant to any plan approved by the Board of Directors and shareholders; (iv) securities of the Company issued in connection with business combinations with a business that the Company, in good faith, determines to be synergistic with the Company; and (v) securities of the Company issued in strategic transactions in which the Board of Directors expects, in good faith, to derive substantial benefits, so long as such transactions are not for the principal purpose of raising capital View More

Excepted Securities. The following shares of Common Stock, Derivative Securities and shares of Common Stock issuable upon the exercise or conversion of such Derivative Securities: (a) shares of Common Stock or Derivative Securities issued as a dividend or distribution on the Series B Preferred Stock; (b) shares of Common Stock or Derivative Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (c) shares of Common Stock or Derivative Securities issued to... employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company (including shares of Common Stock issuable with respect to said Derivative Securities); (d) shares of Common Stock or Derivative Securities issued or issuable upon the exercise or conversion of Derivative Securities, including the Convertible Note and the Warrant, outstanding immediately following the closing under the Purchase Agreement; (e) shares of Common Stock or Derivative Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board; (f) shares of Common Stock or Derivative Securities issued to suppliers or third party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board; or (g) shares of Common Stock or Derivative Securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement pursuant to transactions approved by the Board View More