(A) ANY ISSUANCE BY THE COMPANY OF SECURITIES IN CONNECTION WITH A STRATEGIC
PARTNERSHIP OR A JOINT VENTURE (THE PRIMARY PURPOSE OF WHICH IS NOT TO RAISE
EQUITY CAPITAL),
(B) ANY ISSUANCE BY THE COMPANY OF SECURITIES AS CONSIDERATION FOR A MERGER OR
CONSOLIDATION OR THE ACQUISITION OF A BUSINESS, PRODUCT, LICENSE, OR OTHER
ASSETS OF ANOTHER PERSON OR ENTITY,
(C) OPTIONS TO PURCHASE SHARES OF COMMON STOCK, PROVIDED (I) SUCH OPTIONS ARE
ISSUED AFTER THE DATE OF THIS WARRANT TO EMPLOYEES OF THE COMPANY WITHIN THIRTY
(30) DAYS OF SUCH EMPLOYEE'S STARTING HIS EMPLOYMENT WITH THE COMPANY, AND (II)
THE EXERCISE PRICE OF SUCH OPTIONS IS NOT LESS THAN THE CLOSING PRICE, AS QUOTED
BY BLOOMBERG, LP OF THE COMMON STOCK ON THE DATE OF ISSUANCE OF SUCH OPTION.
(D) SECURITIES ISSUED PURSUANT TO AN APPROVED STOCK PLAN;
(E) UP TO 1,000,000 WITHOUT REGISTRATION RIGHTS AND NOT PURSUANT TO FORM S-8 (IN
THE EVENT THAT SUCH ISSUANCE HAS REGISTRATION RIGHTS THE OBLIGOR SHALL OBTAIN
THE PRIOR WRITTEN APPROVAL OF THE HOLDER) SHARES THAT MAY BE ISSUED FROM TIME TO
TIME AT A PRICE NO LESS THAN THE VWAP ENDING WITHIN THREE (3) BUSINESS DAYS
PRIOR TO THE COMPLETION OF THE TRANSACTION (THE PRIMARY PURPOSE OF WHICH IS NOT
TO RAISE EQUITY CAPITAL), AND
(F) ANY ISSUANCE OF SECURITIES TO HOLDERS OF THE OTHER SECURITIES PROVIDED SUCH
TRANSACTIONS ARE IN ACCORDANCE WITH THE TERMS OF SUCH INSTRUMENT (INCLUDING ANY
ANTI-DILUTION PROTECTION CONTAINED IN SUCH INSTRUMENT) OR ARE ON TERMS
DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY TO BE NO LESS FAVORABLE TO
THE COMPANY THAN THE EXISTING TERMS.
(VII)
"EXPIRATION DATE" MEANS THE DATE THREE (3) YEARS
FROM THE ISSUANCE DATE OF THIS WARRANT OR, IF SUCH DATE FALLS ON A SATURDAY,
SUNDAY OR OTHER DAY ON WHICH BANKS ARE REQUIRED OR AUTHORIZED TO BE CLOSED IN
THE CITY OF NEW YORK OR THE STATE OF NEW YORK OR ON WHICH TRADING DOES NOT TAKE
PLACE ON THE PRINCIPAL EXCHANGE OR AUTOMATED QUOTATION SYSTEM ON WHICH THE
COMMON STOCK IS TRADED (A "HOLIDAY"), THE NEXT DATE THAT IS NOT A HOLIDAY.
(VIII)
"ISSUANCE DATE" MEANS THE DATE HEREOF.
(IX)
"OPTIONS" MEANS ANY RIGHTS, WARRANTS OR
OPTIONS TO SUBSCRIBE FOR OR PURCHASE COMMON STOCK OR CONVERTIBLE SECURITIES.
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(X)
"OTHER SECURITIES" MEANS (I) THOSE
CONVERTIBLE DEBENTURES, OPTIONS AND WARRANTS OF THE COMPANY ISSUED PRIOR TO, AND
OUTSTANDING ON, THE ISSUANCE DATE OF THIS WARRANT, (II) THE SHARES OF COMMON
STOCK ISSUABLE ON EXERCISE OF SUCH CONVERTIBLE DEBENTURES, OPTIONS AND WARRANTS,
PROVIDED SUCH CONVERTIBLE DEBENTURES, OPTIONS AND WARRANTS ARE NOT AMENDED AFTER
THE ISSUANCE DATE OF THIS WARRANT AND (III) THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT THE CONVERTIBLE DEBENTURE AND THE COMPANION
WARRANTS THAT WERE ISSUED PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, AND
(IV) THE 660,000 SHARES OF RESTRICTED COMMON STOCK ISSUED OR TO BE ISSUED
PURSUANT TO THE SECURITIES PURCHASE AGREEMENT, AND (V) ANY OTHER SHARES OF
COMMON STOCK ISSUED OR ISSUABLE PURSUANT