Permitted Issuances

Permitted Issuances. (1) issuances of shares of Common Stock or options to employees, officers, directors or consultants of the Issuer duly approved by a majority of the non-employee members of the Board of Directors of the Issuer or a majority of the members of a committee of non-employee directors established for such purpose, that would otherwise cause an adjustment to the Warrant Price hereunder, to the extent the same do not, in the aggregate (and on an as-converted basis), exceed 10% of the issued and... outstanding shares of Common Stock on the date hereof; (2) issuances of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Original Issuance Date, provided that such securities have not been amended since the Original Issuance Date to increase the number of such securities or to decrease the exercise, exchange or conversion price of any such securities; (3) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors, but not including a transaction with an entity whose primary business is investing in securities or a transaction, the primary purpose of which is to raise capital; (4) the exercise of any of the Warrants; (5) the issuance of securities pursuant to any equipment financing or commercial business arrangement with one or more banks or similar financial or lending institutions approved by the Board of Directors to the extent such issuances do not, in the aggregate, exceed two percent (2%) of the issued and outstanding shares of Common Stock on the date hereof; (6) the issuance of Interest Shares (as defined in the Notes); and (7) securities issued in any transaction that is approved in writing by the Holders of Warrants, substantially in the form of this Warrant and issued on the Original Issuance Date (including this Warrant), exercisable for at least two-thirds of the shares of Warrant Stock issuable under such Warrants (without regard to the limitations set forth in Section 8 hereof) View More

Permitted Issuances. (i) the issuance of the Warrant Stock; (ii) issuance of Series C Preferred Stock pursuant to the Purchase Agreement, or Common Stock issued upon conversion thereof; (iii) any warrants issued to Burnham Hill Partners, or any other person or entity for services in connection with the transactions contemplated by the Purchase Agreement at the exercise price set forth therein as of the Original Issue Date, as adjusted by the anti-dilution provisions in effect on the Original Issue Date, and the... shares of Common Stock issued upon exercise thereof View More